November 2, 2015
Authored by: benefitsbclp
With all the rulemaking required under the Dodd-Frank Act, it can sometimes be hard to keep up with the status of the various rules. Below is a handy chart that details the current status of the various executive compensation rulemakings. We plan to update this periodically for additional rulemakings, so be sure to come back and visit from time to time.
Last Updated: November 2, 2015
Provision Summary Status of SEC Rulemaking Say on Pay; Say on Golden Parachutes § 951 Requires advisory vote of shareholders on executive compensation and golden parachutes; advisory vote on frequency of say on pay
- Final rule: adopted January 25, 2011; SEC Rel. No. 33-9178
Compensation Committee Independence § 952(includes comp consultant conflicts) Requires stock exchanges to adopt listing standards that require:
- compensation committee members to be “independent;”
- each committee must have the authority to engage compensation advisers and before selecting any adviser, the committee must take into consideration specific independence factors; and
- the committee must be directly responsible for the appointment, comp and oversight of the advisers and the company must provide funding.
Requires disclosure of whether the committee obtained advice of a comp consultant, and whether the work raised a conflict of interest and how it was addressed
- Final rule: adopted June 20, 2012 requiring exchanges to adopt listing standards; SEC Rel. No. 33-9330
- SEC approved listing standards in January 2013 exchanges subsequently adopted the required listing standards
Clawback Policy §