Tag Archives: SEC regulations

Two New and Important Regulatory Developments Impacting the Financial Services Sector

Last month, U.S. regulatory agencies released two sets of new rules affecting executive compensation. One set of the new rules has been developed by the Department of Labor (DOL) and deals with defining who is a fiduciary pursuant to rendering investment advice with respect to an employee benefit plan (subject to ERISA) or an individual retirement account (IRA). The DOL’s fiduciary rule is considered to be a Final Rule and will become applicable on April 10, 2017. The second set of rules is a proposal by six U.S. financial regulatory agencies (Securities and Exchange Commission, Federal Reserve Board, Office of the Comptroller of the Currency, Federal Deposit Insurance Corporation, National Credit Union Administration, and Federal Housing Finance Agency) setting forth new policies and rules pertaining to incentive compensation plans of certain financial institutions. Continue reading

SEC Adopts Final Rules Regarding CEO Pay Ratio Disclosure

The Securities and Exchange Commission (“SEC”) staff has had a busy summer. Following the release of proposed rules and regulations regarding the CEO Pay for Performance and Clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the SEC on August 5, 2015 proposed final rules and regulations regarding the CEO pay ratio disclosure. The CEO pay ratio disclosure fulfills a further mandate of the Dodd-Frank legislation. Continue reading

Does the SEC’s New “Compensation Actually Paid” Help Shareholders?

On April 29, 2015, the SEC released proposed rules on public company pay-for-performance disclosure mandated under the Dodd-Frank Act. Pay Governance has analyzed the proposed rules and the implications for our clients’ proxy disclosures and pay-for-performance explanations to investors. To … Continue reading

SEC Proposed New Rules Regarding Executive Compensation Clawback Policies

Following the recent release of new rules and regulations regarding the proposed pay for performance disclosure requirement imposed on public companies by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), the Securities and Exchange Commission (SEC) has just released rules to add Section 10D to the Securities Exchange Act regarding executive officer clawbacks of incentive compensation. Continue reading

SEC Issues Proposed Rules Regarding Disclosure of Hedging Rules; ISS and Glass Lewis Release New Documents Regarding Executive Pay Policies

The Securities and Exchange Commission (SEC) has just released its proposed rules regarding the requirement for companies to report as to whether employees and non-employee directors are allowed to hedge or offset the decrease in market value of equity securities. Proxy advisory firm Institutional Shareholder Services (ISS) has just released a new document explaining the firm’s latest policies with respect to executive compensation, including its say on pay advisory voting services. Another proxy advisory firm, Glass, Lewis & Co. LLC (Glass Lewis), has implemented changes to its pay for performance and equity plan models. Continue reading

Glass Lewis Releases New Proxy Guidelines for 2015

Proxy advisory firm Glass, Lewis & Co. LLC (“Glass Lewis”) has just published a new 45 page report which provides an overview to the Glass Lewis approach to advising its institutional investor clients regarding proxy matters. For the 2015 proxy season, Glass Lewis has noted six policy changes which are highlighted in the report. In order to keep our clients abreast of these changes in Glass Lewis policy, Pay Governance has summarized these policy changes Continue reading

SEC Hedging Disclosure

Washington D.C., Feb. 9, 2015 —  The Securities and Exchange Commission today announced it has approved the issuance of proposed rules that would enhance corporate disclosure of company hedging policies for directors and employees, as mandated by the Dodd-Frank Wall Street … Continue reading

CEO/Employee Pay Ratio Will Not Improve Corporate Governance

Highlights of Executive Compensation Opinion Survey of U.S. Company Directors New York, November 12, 2013 – A mere 18% of directors believe the SEC’s new CEO/median employee pay ratio disclosure will actually improve corporate governance, according to an opinion survey … Continue reading

Compensation Debate to Build as SEC Readies Pay Ratio Rule

Commission’s plan makes Senate bill to repeal Dodd-Frank pay ratio provision unlikely…. Continue reading

Conference Board Advocates Flexibility in Choosing a Pay Disclosure Methodology, but Consistency in How Each Disclosure Methodology is Used

In the face of pending SEC regulations on proxy disclosure of the relationship of pay and financial performance, the Conference Board has published Continue reading

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