Wyo. Code R. 021-0002-7
Banking Division
Chapter 7: Indemnification of Directors & Off of State-Chartered Financial Inst.
Effective Date: 10/01/1996 to 10/02/2001
Rule Type: Repealed Rules & Regulations
Reference Number: 021.0002.7.10011996
Section 1. Authority. The State Banking Commissioner, pursuant to authority delegated to him by Section 13-3-704, Wyoming Statutes 1977, prescribes the rules for carrying out provisions of Title 13, Wyoming Statutes, 1977.
Section 2. Indemnification. A state-chartered financial institution may provide in its articles of incorporation for the indemnification of directors, officers, and employees for expenses reasonably incurred in action to which the directors, officers or employees are parties or potential parties by reason of the performance of their official duties. Indemnification articles which substantially reflect general standards of law as evidenced by 17-16-856, Wyoming Statutes, 1977 are considered to be within the corporate powers of a state-chartered financial institution.
Such indemnification provision shall not allow the indemnification of directors, officers or employees of said institution against expenses, penalties, or other payments incurred in an administrative proceeding or action instituted by an appropriate bank regulatory agency which proceeding or action results in a final order assessing civil money penalties or requiring affirmative action by an individual or individuals in the form of payments to the financial institution.
Section 3. Review by State Banking Commissioner. In accordance with its supervisory responsibilities, the Office of the State Banking Commissioner may, at the Commissioner's discretion, review the threat to bank safety and soundness posed by any indemnification or proposed indemnification of current or former directors, officers or employees by a state-chartered financial institution. The State Banking Commissioner, at his discretion, may also review indemnification provisions authorized by that financial institution in its articles of incorporation or bylaws for consistency with Wyoming statutes and any other applicable law. Based upon this review, the State Banking Commissioner may direct a modification of a specific indemnification by a state-chartered financial institution through appropriate administrative action.
Section 4. Liability Insurance. A state-chartered financial institution may provide in its articles of incorporation for the payment of premiums for insurance covering the liability of its directors, officers or employees to the extent that such coverage is provided for in 17-16-856, Wyoming Statutes 1977, except that such provision shall explicitly exclude insurance coverage for a formal order assessing civil money penalties against a current or former director, officer or employee.
Section 5. Consistency of Rule. The above rule and regulation is consistent with the powers granted to federally chartered financial institutions by the Office of the Comptroller of the Currency and the Office of Thrift Supervision.