Executive compensation

611.63 Executive compensation. (1) GENERAL POWER. (c) The transaction has been reported to the commissioner Subject to this section, ss. 180.0302 (11), (12) and (16) and immediately after such approval. 180.0811 apply to stock corporations and s. 181.0302 (11) to (14) (2) QUORUM AND VOTING. Directors whose interest or status applies to mutuals. make the transaction subject to this section may be counted in de(2) APPROVAL OF BOARD ACTION BY SHAREHOLDERS. Any termining a quorum for a board meeting approving a transaction benefits or payments to any director or officer on account of serunder sub. (1) (b), but may not vote. Approval requires an affir- vices rendered to a stock corporation more than 90 days before mative vote of a majority of those present. the agreement or decision to give the benefit or make the pay(3) RESTRICTED TRANSACTIONS. The commissioner may by ment, and any new pension plan, profit-sharing plan, stock option rule require that for any classes of transactions subject to sub. (1) plan or any amendment to an existing plan which so far as it perwhich by their nature tend to be unreasonable or unfair to the in- tains to any director or officer substantially increases the finanterests of the corporation the report under sub. (1) (c) shall be cial burden on the corporation shall be approved by a vote of the submitted to the commissioner in advance of the proposed effec- shareholders. tive date. Such a transaction shall not be carried out even though (3) NOTICE TO COMMISSIONER. Any action taken by the approved under sub. (1) (b), until the commissioner approves the board of a mutual insurance corporation on any of the subjects transaction, or does not disapprove it for failure to comply with specified in sub. (1) shall be reported to the commissioner within sub. (1) (a) within 30 days after receiving the report under sub. (1) 30 days. (c). (4) ANNUAL REPORT TO COMMISSIONER. The amount of all (4) EXCEPTED TRANSACTIONS. This section does not apply to direct and indirect remuneration for services, including retiretransactions subject to s. 611.61, nor to transactions made be- ment and other deferred compensation benefits and stock options, tween an insurance corporation and its wholly owned subsidiary, paid or accrued each year for the benefit of each director and each nor to policies of insurance, other than reinsurance, issued in the officer and member of executive management, as defined by the normal course of business. Nothing in this section deprives any commissioner, whose remuneration exceeds an amount estabperson of any rights accruing under a policy of insurance written lished by the commissioner, and for all directors and officers as a at usual terms, other than reinsurance. The commissioner may by group shall be included in the annual report made to the rule exempt other classes of transactions from the reporting recommissioner. quirement of sub. (1) (c), to the extent that the purposes of this (5) PROHIBITED CRITERIA. No arrangement for compensation section can be achieved without the report. or other employment benefits for any director, officer or emHistory: 1971 c. 260; 1979 c. 102 s. 236 (21). ployee with decision-making power may be made if it would: