NACD Urges SEC to Consider Adjustments to Proposed Say-on-Pay Rules

by PRNewswire, November 19th, 2010.

Issues Formal Recommendations on Behalf of Corporate Directors Warning Against Unintended Consequences of Universal Requirements.

In response to the U.S. Securities and Exchange Commission (SEC) request for comment on say-on-pay, the National Association of Corporate Directors (NACD), the largest membership organization inthe United States representing corporate directors focused on demonstrating exemplary board leadership, today issued formal concerns regarding proposed new say-on-pay rules for executive compensation plans, cautioning against dependency on regular, yes-or-no votes.

NACD’s opinions are grounded in its more than 30 years of proprietary research across a broad range of board leadership and corporate governance topics, insights expressed through confidential peer exchanges with its membership spanning F100 through mid-cap and small cap companies, and best practices detailed in its Blue Ribbon Commission reports. Furthermore, NACD’s comments were reinforced by a national survey issued after the SEC’s request for comment and drew over 280 responses from its corporate director members across America.

Representing the voice of its more than 10,000 corporate director members, and amplifying performance requirements of the director profession, NACD urges the SEC not to issue universal requirements, but to allow companies to determine the most appropriate means of communicating with and seeking feedback from shareholders as a more effective governance practice. Additionally, NACD provided the SEC with specific views on frequency of say-on-pay votes, say on golden parachutes and other matters pertaining to executive compensation on behalf of the director community. (continue reading… )


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