AB681: Bill Text

AB681,8,23 611.56 (1) Appointment. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of at least 3 or more directors serving at the pleasure of the board. The board may designate one or more directors as alternate members of any committee to substitute for any absent member at any meeting of the committee. Any committee under this section may include one or more nonvoting members who are not directors. The designation of a committee and delegation of authority to it shall not relieve the board or any director of any responsibility imposed by law.

AB681, s. 16 Section 16. 611.56 (2) of the statutes is amended to read:

AB681,9,7 611.56 (2) Delegation; major committees. When the board is not in session, a committee satisfying all of the requirements for the composition of a board under s. 611.51 (2) to (4) may exercise any of the powers of the board in the management of the business and affairs of the corporation, including action under ss. 611.60 and 611.61, to the extent authorized in the resolution or in the articles or bylaws; except that any such committee may be composed of include 7 or more directors if the corporation has 9 or more directors.

AB681, s. 17 Section 17. 612.13 (1m) of the statutes is created to read:

AB681,9,10 612.13 (1m) Inside directors. (a) Beginning 2 years after the effective date of this paragraph .... [revisor inserts date], all of the following apply:

AB681,9,12 1. If a town mutual has fewer than 9 directors, no more than one director may be an employee or representative of the town mutual.

AB681,9,14 2. Employees and representatives of a town mutual may not constitute a majority of its board.

AB681,9,17 (b) Notwithstanding par. (a), the commissioner may allow a town mutual an extension of up to one year to come into compliance with the requirements under par. (a).

AB681, s. 18 Section 18. 612.22 (title) of the statutes is amended to read:

AB681,9,20 612.22 (title) Merger of town mutuals into and mutual insurance corporations.

AB681, s. 19 Section 19. 612.22 (1) of the statutes is amended to read:

AB681,9,24 612.22 (1) Conditions for merger. One or more town mutuals may merge with a single domestic mutual under ch. 611. The If the domestic mutual is nonassessable, the surviving corporation shall be a mutual under ch. 611. If the domestic mutual is assessable, the surviving corporation may be either a mutual under ch. 611 or a town mutual under this chapter.

AB681, s. 20 Section 20. 612.22 (3) of the statutes is renumbered 612.22 (3) (a) and amended to read:

AB681,10,13 612.22 (3) (a) Each of the participating corporations shall file with the commissioner for approval a copy of the resolution and any explanatory material proposed to be issued to the members, together with so much of the information under s. 611.13 (2) or 612.02 (4), whichever is appropriate, for the surviving or new corporation as the commissioner reasonably requires. The commissioner shall approve the plan unless he or she finds, after a hearing, that it would be contrary to the law, or that the surviving or new corporation would not satisfy the requirements for a certificate of authority under s. 611.20 or 612.02 (6), whichever is appropriate, or that the plan would be contrary to the interest of insureds or of the public.

AB681, s. 21 Section 21. 612.22 (3) (b) of the statutes is created to read:

AB681,10,18 612.22 (3) (b) If the surviving corporation will be a town mutual, the plan filed with the commissioner under par. (a) shall include a time schedule for bringing the surviving corporation into compliance with this chapter. The commissioner may approve a reasonable time schedule that does not exceed 3 years.

AB681, s. 22 Section 22. 612.22 (4) of the statutes is amended to read:

AB681,10,23 612.22 (4) Approval by members of the town mutuals. After being approved by the commissioner under sub. (3), the plan shall be submitted to the members of the participating town mutuals for their approval. The members of each town participating mutual shall vote separately.

AB681, s. 23 Section 23. 612.22 (6) of the statutes is amended to read:

AB681,11,5 612.22 (6) Reports to commissioner. Each participating town mutual shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting, and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person.

AB681, s. 24 Section 24. 617.225 (1) of the statutes is amended to read:

AB681,11,11 617.225 (1) Except as provided under sub. (5), a A domestic insurer may not pay an extraordinary dividend to its shareholders and an affiliate of the insurer may not accept an extraordinary dividend unless the insurer reports the extraordinary dividend to the commissioner at least 30 days before payment and the commissioner does not disapprove the extraordinary dividend within that period.

AB681, s. 25 Section 25. 617.225 (5) of the statutes is repealed.

AB681, s. 26 Section 26. 628.347 of the statutes is created to read:

AB681,11,15 628.347 Suitability of annuity sales to senior consumers. (1) Definitions. In this section:

AB681,11,17 (a) "Annuity" means a fixed or variable annuity that is individually solicited, whether the product is classified as individual or group.

AB681,11,20 (b) "Recommendation" means advice provided by an insurance intermediary, or an insurer if no intermediary is involved, to an individual senior consumer that results in the purchase or exchange of an annuity in accordance with that advice.

AB681,11,25 (c) "Senior consumer" means a person who is 65 years of age or older. The term includes any joint owner of an annuity who is less than 65 years of age if at least one joint owner is 65 years of age or older, and any prospective joint purchaser of an annuity who is less than 65 years of age if at least one prospective joint purchaser is 65 years of age or older.

AB681,12,8 (2) Duties of insurers and insurance intermediaries with regard to recommendations. (a) Except as provided in par. (c), an insurance intermediary, or insurer if no intermediary is involved, may not recommend to a senior consumer the purchase or exchange of an annuity if the recommendation results in an insurance transaction or series of insurance transactions unless the intermediary or insurer has reasonable grounds to believe that the recommendation is suitable for the senior consumer on the basis of facts disclosed by the senior consumer as to his or her investments, other insurance products, and financial situation and needs.

AB681,12,11 (b) Before making a recommendation described in par. (a), an insurance intermediary, or insurer if no intermediary is involved, shall make reasonable efforts to obtain information concerning all of the following:

AB681,12,12 1. The senior consumer's financial status.

AB681,12,13 2. The senior consumer's tax status.

AB681,12,14 3. The senior consumer's investment objectives.

AB681,12,16 4. Any other information that is reasonably appropriate for determining the suitability of a recommendation to the senior consumer.

AB681,12,19 (c) An insurance intermediary, or insurer if no intermediary is involved, has no obligation under par. (a) to a senior consumer related to a recommendation if the senior consumer does any of the following:

AB681,12,21 1. Refuses to provide relevant information requested by the insurer or insurance intermediary.

AB681,12,22 2. Fails to provide complete or accurate information.

AB681,12,24 3. Decides to enter into an insurance transaction that is not based on a recommendation of the insurer or insurance intermediary.

AB681,13,4 (d) Any recommendation of an insurer or insurance intermediary that, under par. (c), is not subject to the obligation under par. (a) shall be reasonable under all circumstances actually known to the insurer or insurance intermediary at the time the recommendation is made.

AB681,13,9 (3) Insurer's supervisory responsibility. (a) An insurer either shall ensure that a system to supervise recommendations that is reasonably designed to achieve compliance with this section is established and maintained by complying with pars. (c) to (e), or shall establish and maintain such a system, which shall include at least all of the following:

AB681,13,10 1. Maintaining written procedures.

AB681,13,12 2. Conducting periodic reviews of its records that are reasonably designed to assist in detecting and preventing violations of this section.

AB681,13,17 (b) A general agent or independent agency either shall adopt a system established by an insurer to supervise recommendations of its insurance intermediaries that is reasonably designed to achieve compliance with this section, or shall establish and maintain such a system, which shall include at least all of the following:

AB681,13,18 1. Maintaining written procedures.

AB681,13,20 2. Conducting periodic reviews of records that are reasonably designed to assist in detecting and preventing violations of this section.

AB681,13,24 (c) An insurer may contract with a 3rd party, which may be a general agent or independent agency, to establish and maintain a system of supervision as required under par. (a) with respect to insurance intermediaries under contract with or employed by the 3rd party.

AB681,14,5 (d) An insurer shall make reasonable inquiry to ensure that any 3rd party with which the insurer contracts under par. (c) is performing the functions required under par. (a) and shall take such action as is reasonable under the circumstances to enforce the contractual obligation to perform the functions. An insurer may comply with its obligation to make reasonable inquiry in all of the following ways:

AB681,14,9 1. The insurer annually obtains from a senior manager of the 3rd party who has responsibility for the delegated functions a representation that the 3rd party is performing the required functions and that the senior manager has a reasonable basis for making the representation.

AB681,14,13 2. The insurer, based on reasonable selection criteria, periodically selects 3rd parties contracting under par. (c) for reviews to determine whether the 3rd parties are performing the required functions. The insurer shall perform those procedures to conduct the reviews that are reasonable under the circumstances.

AB681,14,17 (e) An insurer that contracts with a 3rd party under par. (c) and that complies with the supervisory requirement under par. (d) satisfies its responsibilities under par. (a) as to insurance intermediaries under contract with or employed by the 3rd party.

AB681,14,19 (f) An insurer is not required under par. (a), and a general agent or independent agency is not required under par. (b), to do any of the following:

AB681,14,21 1. Review, or provide for the review of, all insurance intermediary solicited transactions.

AB681,14,24 2. Include in its system of supervision an insurance intermediary's recommendations made to senior consumers of products other than annuities offered by the insurer, general agent, or independent agency.

AB681,15,4 (g) A general agent or independent agency contracting with an insurer under par. (c) shall promptly, upon request by the insurer under par. (d), provide a representation as described in par. (d) 1. or give a clear statement that it is unable to meet the representation criteria.

AB681,15,6 (h) No person may provide a representation under par. (d) 1. unless the person satisfies all of the following:

AB681,15,8 1. The person is a senior manager with responsibility for the delegated functions.

AB681,15,9 2. The person has a reasonable basis for making the representation.

AB681,15,14 (4) National Association of Securities Dealers Conduct Rules. Compliance with the National Association of Securities Dealers Conduct Rules pertaining to suitability satisfies the requirements under sub. (2) for the recommendation of variable annuities. Nothing in this subsection, however, limits the commissioner's ability to enforce this section.

AB681,15,15 (5) Remedial measures. The commissioner may do any of the following:

AB681,15,18 (a) Order an insurer to take reasonably appropriate corrective action for any senior consumer harmed by a violation of this section by the insurer or the insurer's insurance intermediary.

AB681,15,21 (b) Order an insurance intermediary to take reasonably appropriate corrective action for any senior consumer harmed by a violation of this section by the insurance intermediary.

AB681,15,25 (c) Order a general agent or independent agency that employs or contracts with an insurance intermediary to sell, or solicit the sale of, annuities to senior consumers to take reasonably appropriate corrective action for any senior consumer harmed by a violation of this section by the insurance intermediary.

AB681,16,3 (6) Penalties; mitigation. (a) Any person who violates this section is subject to the penalties provided under s. 601.64, suspension or revocation of a license or certificate of authority, and an order under s. 601.41 (4).

AB681,16,7 (b) A penalty under par. (a) for a violation of sub. (2) (a), (b), or (d), including a forfeiture, may be reduced or eliminated to the extent provided by rule of the commissioner if corrective action is taken for the senior consumer promptly after the violation is discovered.

AB681,16,10 (c) The commissioner may promulgate rules related to the reduction or elimination of penalties for violations of this section on the basis of prompt action taken to correct any harm caused to senior consumers by the violations.

AB681,16,18 (7) Record keeping. An insurer and an insurance intermediary, including a general agent and an independent agency, shall maintain, or be able to make available to the commissioner, records of the information collected from a senior consumer and other information used in making a recommendation that was the basis for an insurance transaction for 6 years after the insurance transaction is completed by the insurer, except as otherwise permitted by the commissioner by rule. An insurer may, but is not required to, maintain records on behalf of an insurance intermediary, including a general agent and an independent agency.

AB681,16,19 (8) Exemptions. This section does not apply to any of the following:

AB681,16,21 (a) Direct response solicitations in which no recommendation is made based on information collected from the senior consumer.

AB681,16,22 (b) Recommendations related to contracts used to fund any of the following:

AB681,16,24 1. An employee pension or welfare benefit plan that is covered by the federal Employee Retirement and Income Security Act.

AB681,17,2 2. A plan described in section 401 (a) or (k), 403 (b), or 408 (k) or (p) of the Internal Revenue Code, if the plan is established or maintained by an employer.

AB681,17,6 3. A government or church plan as defined in section 414 of the Internal Revenue Code, a government or church welfare benefit plan, or a deferred compensation plan of a state or local government or tax exempt organization under section 457 of the Internal Revenue Code.

AB681,17,8 4. A nonqualified deferred compensation arrangement established or maintained by an employer or plan sponsor.

AB681,17,10 5. A settlement or assumption of liability associated with personal injury litigation or any dispute or claim resolution process.

AB681,17,11 6. A formal prepaid funeral or burial contract.

AB681, s. 27 Section 27. 632.435 (1) (intro.) of the statutes is amended to read:

AB681,17,17 632.435 (1) (intro.) In the case of contracts issued on or after the operative date of this section as defined in sub. (12), no No contract of annuity shall be delivered or issued for delivery in this state unless it contains in substance the following provisions or corresponding provisions which in the opinion of the commissioner are at least as favorable to the contract holder:

AB681, s. 28 Section 28. 632.435 (1) (a) of the statutes is amended to read:

AB681,17,22 632.435 (1) (a) Upon cessation of payment of considerations under a contract, or upon the written request of the contract owner, the company will shall grant a paid-up annuity on a plan stipulated in the contract of such value as is specified in subs. (5) to (8) and (10).

AB681, s. 29 Section 29. 632.435 (1) (b) of the statutes is amended to read:

AB681,18,7 632.435 (1) (b) If a contract provides for a lump sum settlement at maturity or at any other time, upon surrender of the contract at or prior to the commencement of any annuity payments, the company will shall pay in lieu of any paid-up annuity benefit a cash surrender benefit of such amount as is specified in subs. (5), (6), (8), and (10). The company shall may reserve the right to defer the payment of such cash surrender benefit, for a period of not exceeding 6 months after demand therefor with surrender of the contract, if the company receives written approval from the commissioner upon the company's written request, which shall address the deferral's necessity and equitability to all policyholders.

AB681, s. 30 Section 30. 632.435 (4) of the statutes is repealed and recreated to read:

AB681,18,11 632.435 (4) (a) In this subsection, "net considerations" means, for a given contract year, an amount equal to 87.5 percent of the gross considerations credited to the contract during that contract year.

AB681,18,15 (b) The minimum nonforfeiture amount at or prior to the commencement of any annuity payments shall be equal to an accumulation up to such time, at one or more rates of interest as indicated in pars. (c) to (e), of the net considerations paid prior to such time, decreased by the sum of all of the following:

AB681,18,17 1. Any prior withdrawals from or partial surrenders of the contract accumulated at one or more rates of interest as indicated in pars. (c) to (e).

AB681,18,19 2. An annual contract charge of $50, accumulated at one or more rates of interest as indicated in pars. (c) to (e).

AB681,18,21 3. Any premium tax paid by the company for the contract, accumulated at one or more rates of interest as indicated in pars. (c) to (e).

AB681,18,23 4. The amount of any indebtedness to the company on the contract, including interest due and accrued.

AB681,19,3 (c) The interest rate used to determine minimum nonforfeiture amounts shall be an annual rate of interest that is the lower of 3 percent and the higher of either of the following: