Ch. 356                                    2003 LAWS OF MARYLAND

(6)     willfully fail to produce records or allow an examination under §
14-125 of this subtitle; or

(7)     willfully fail to comply with a lawful order of the Commissioner.

(b) An officer, director, or trustee of a corporation operating under this subtitle
may not receive any immediate or future remuneration as the result of an acquisition
or proposed acquisition, as defined under § 6.5-101 of the State Government Article,
except in the form of compensation paid for continued employment with the company
or acquiring entity.

(C) A DIRECTOR TRUSTEE, OFFICER EXECUTIVE, OR EMPLOYEE OF A
CORPORATION OPERATING UNDER THIS SUBTITLE MAY ONLY APPROVE OR RECEIVE
FROM THE ASSETS OF THE CORPORATION FAIR AND REASONABLE COMPENSATION
IN THE FORM OF SALARY, BONUSES, OR PERQUISITES FOR WORK ACTUALLY
PERFORMED FOR THE BENEFIT OF THE CORPORATION.

(D) (1) THE COMPENSATION COMMITTEE OF THE BOARD SHALL:

(I) IDENTIFY NONPROFIT HEALTH SERVICE PLANS IN THE UNITED
STATES THAT ARE SIMILAR IN SIZE AND SCOPE TO THE NONPROFIT HEALTH
SERVICE PLAN MANAGED BY THE BOARD; AND

(II) DEVELOP PROPOSED GUIDELINES, FOR APPROVAL BY THE
BOARD, FOR COMPENSATION, INCLUDING SALARY, BONUSES, AND PERQUISITES, OF
ALL OFFICERS AND EXECUTIVES THAT IS REASONABLE IN COMPARISON TO
COMPENSATION FOR OFFICERS AND EXECUTIVES OF SIMILAR NONPROFIT HEALTH
SERVICE PLANS.

(2) ON OR BEFORE JUNE 1, 2004, THE BOARD SHALL SUBMIT THE
PROPOSED GUIDELINES DEVELOPED UNDER PARAGRAPH (1)(II) OF THIS
SUBSECTION TO THE COMMISSIONER FOR REVIEW AND APPROVAL.

(3) (I) THE COMMISSIONER SHALL REVIEW THE PROPOSED
GUIDELINES AND, WITHIN 60 DAYS, APPROVE OR DISAPPROVE THE PROPOSED
GUIDELINES.

(II) FAILURE OF THE COMMISSIONER TO ACT ON THE PROPOSED
GUIDELINES WITHIN 60 DAYS SHALL CONSTITUTE APPROVAL.

(4) IF THE COMMISSIONER DISAPPROVES THE PROPOSED GUIDELINES,
THE BOARD SHALL REVISE AND SUBMIT NEW PROPOSED GUIDELINES THAT MEET
THE COMMISSIONER'S APPROVAL.

(5) THE BOARD SHALL REVIEW THE PROPOSED GUIDELINES AT LEAST
ANNUALLY AND, IF THE BOARD FINDS THAT CHANGES ARE NEEDED, THE BOARD
SHALL SUBMIT THE CHANGES TO THE COMMISSIONER IN ACCORDANCE WITH
PARAGRAPHS (1) THROUGH (3) OF THIS SUBSECTION.

(6) THE BOARD SHALL:

(I) PROVIDE A COPY OF THE APPROVED GUIDELINES:

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