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RECENT PUBLICATIONS
Thoughtful Pay Alerts
10 Tips for Enhancing Your 2012 Executive Compensation Disclosure
January 19, 2012
Here is our annual list of tips for preparing your executive and director compensation disclosure in your 2012 proxy statement
ISS Issues 2012 Policy Updates
November 30, 2011
Institutional Shareholder Services, the corporate governance advisory services firm, recently published for comment some of the proposed updates to the policies that it will use in 2012 to make voting recommendations for its institutional investor clients on “Say on Pay” shareholder votes, director elections, and equity plan proposals. These proposed updates concern ISS’ “pay for performance” analytics, as well as its evaluation of Board of Directors’ responses to the results of its initial “Say on Pay”-related votes.
ISS Previews 2012 Policy Updates
October 27, 2011
Institutional Shareholder Services, the corporate governance advisory services firm, recently published for comment some of the proposed updates to the policies that it will use in 2012 to make voting recommendations for its institutional investor clients on “Say on Pay” shareholder votes, director elections, and equity plan proposals. These proposed updates concern ISS’ “pay for performance” analytics, as well as its evaluation of Board of Directors’ responses to the results of its initial “Say on Pay”-related votes.
Employee Stock Plan Proposals at the Bay Area 150
September 14, 2011
The results are in on the employee stock plan proposals submitted for shareholder action by the Bay Area 150 during the 2011 proxy season. Here’s our summary of the proposals and the voting results from these proposals.
Court Strikes Down SEC “Proxy Access” Rule
July 25, 2011
The United States Court of Appeals has vacated the SEC’s new “proxy access” rule, thereby virtually ensuring that proxy access will not be in place for the 2012 proxy season.
Other Publications
The Executive Compensation Provisions of the Dodd-Frank Act by Compensia Principal, Mark Borges
The reform act provides for say-on-pay and say-on-golden-parachute shareholder advisory votes and enhanced independence for compensation committees and their advisers. It also requires new disclosures relating executive compensation to corporate performance and to median employee compensation, mandates clawbacks, and directs regulators to craft rules prohibiting incentive pay arrangements that create excessive risks for financial institutions. The act becomes effective in stages, starting in 2011.
(from the January 5, 2011 issue of The Review of Securities and Commodities Regulation)
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The TARP Executive Compensation Standards – A Sign of Things to Come? by Compensia Principal, Mark Borges
Executive compensation guidance for TARP participants issued by Treasury in June to implement congressional acts expands the number of covered employees, imposes stricter limits on certain compensation payments, and adds new corporate governance requirements. Compensia Principal, Mark Borges , reviews these developments and suggests that certain of them are likely to become general practice in the corporate community.
(from the September 9, 2009 issue of The Review of Securities and Commodities Regulation)
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SEC Executive Compensation Disclosure Rules by Compensia Principal, Mark Borges
Under the SEC's executive compensation disclosure rules, public companies must provide detailed information in their annual proxy statements about their executive pay practices and decisions. Executive compensation expert Mark Borges outlines the implications of the rules and explains the requirements for preparing a Compensation Discussion and Analysis, Summary Compensation Table, and their related disclosures.
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