Corporate Governance: Dodd-Frank’s Compensation Tremors

by Erik Krusch for Westlaw Business Currents, February 15th, 2011.

With proxy season now upon us, we at Westlaw Business see it as our job to keep you informed of the issues which will, by all early indications, rise up as the top corporate governance issues for 2011. After the governance challenges of 2010, including the enactment of the Dodd-Frank and heightened shareholder activism, this year’s proxy statements require a new degree of foresight and strategy. To help you as you prepare your filings, we have launched our 2011 Corporate Governance series, covering issues that are sure to arise throughout the 2011 proxy season.

Browse all articles in the Proxy 2011 redline

(Westlaw Business) The SEC won’t finish even proposing its corporate governance rules until later this year, but companies from Starbucks to Schlumberger aren’t waiting. Via timely disclosures, companies are getting an early start on Dodd Frank compliance, even while proxy uncertainty remains. This, in addition to rules that the SEC has delivered relating to Dodd-Frank mandated advisory votes for say-on-pay and golden parachutes. Suffice it to say that, executive compensation remains a particularly hot button topic this year.

The SEC still has its work cut out for it to enact the full Dodd-Frank agenda for governance. The agency will not even have proposed rules regarding clawback policies and disclosure of pay-for-performance, pay ratios, and hedging by employees and directors until sometime between August and December of this year. Even though many of Dodd-Frank’s corporate governance policies are not in effect, this doesn’t mean that companies should not consider and plan for these changes – many in fact are already doing so. Getting ahead of the curve, companies are adopting clawback policies, disclosing their policies on hedging of equity compensation, and preparing for pay-for-performance disclosures. (continue reading… )



0 Responses to “Corporate Governance: Dodd-Frank’s Compensation Tremors”

  1. Leave a Comment

Leave a Reply

Fill in your details below or click an icon to log in: Logo

You are commenting using your account. Log Out /  Change )

Google+ photo

You are commenting using your Google+ account. Log Out /  Change )

Twitter picture

You are commenting using your Twitter account. Log Out /  Change )

Facebook photo

You are commenting using your Facebook account. Log Out /  Change )


Connecting to %s

Blog coordinator

Cefeidas Group



free counters

%d bloggers like this: