Dialogue

The latest reporting, opinion and research on executive compensation. We don’t necessarily agree with it all, but we provide it here for consideration.

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Week of
June 22, 2015

Quick Picks

SEC Proposes Rules Requiring Companies to Adopt Clawback Policies on Executive Compensation | U.S. Securities and Exchange Commission | July 1, 2015

At an open meeting on Wednesday morning, the Securities and Exchange Commission (SEC) proposed Dodd-Frank mandated rules regarding claw-back policies. Rule 10D-1 directs companies to develop recovery policies that require recoupment in cases of financial restatement regardless of fraud or intentional misconduct. The new rules require full disclosure of recovery policies and would apply to incentive-based compensation paid to executive officers for three fiscal years preceding an accounting restatement. SEC Chair Mary Jo White stated that these new rules would result in increased accountability and that they would benefit investors and the market. This proposal marks the completion of all Dodd-Frank mandated proposals tied to executive compensation. The proposed rules are subject to a 60 day comment period following publication in the Federal Register. Read more

Building Meaningful Communication and Engagement with Shareholders | U.S. Securities and Exchange Commission | June 25, 2015

SEC Chair Mary Jo White urged outside entities to remedy issues surrounding preliminary vote tallies and called for equal voting rights and eliminating procedural obstacles in universal proxy ballots in a speech to the Society of Corporate Secretaries and Governance Professionals. Further, Chairwoman White advised companies to provide increased disclosure around so-called “unelected directors” and requested that companies and shareholders work together more closely to avoid proxy access shareholder proposals. The author concludes by calling for more leadership from the Society in constructively addressing shareholder issues and sharing best practices. Read more

Compensation Trends + Developments

Regulation, Legislation + Governance

From Critics + Commentators