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THOUGHTFUL PAY ALERTS

Dodd-Frank Bill Signed into Law

July 21, 2010

On July 21, 2010, President Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act into law. The new law contains a number of provisions affecting executive compensation and corporate governance, including mandatory shareholder advisory votes on executive compensation programs and golden parachutes, a compensation recovery (“clawback”) requirement, new executive pay disclosure requirements, and proxy access. This Thoughtful Pay Alert sets out the effective dates for the new executive compensation and corporate governance provisions and includes a link to our recent Thoughtful Pay Alert describing the provisions and some initial action items.

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Congress Agrees on Executive Compensation Reforms

June 28, 2010

On June 25, 2010, Congress reached agreement on the final version of its financial services reform bill. The proposed legislation, entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act, contains a number of provisions affecting executive compensation and corporate governance.

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Risky Business – A Review of the 2010 Bay Area 150 Pay Risk Disclosures

June 11, 2010

We have summarized the results of our review of the initial compensation-related risk disclosures of the Bay Area 150. Although none of the companies we reviewed made mandatory disclosures, most provided some voluntary disclosure about their compensation risk assessments.

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Comparing the Executive Compensation Reform Proposals – An Update

May 26, 2010

Following the Senate’s recent approval of the “Restoring American Financial Stability Act of 2010,” this article updates our previous article comparing the executive compensation and corporate governance provisions in both the House and Senate versions of the financial services reform legislation currently pending before Congress.

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Read the original article from March 2010 »

Dissecting GRId

May 24, 2010

RiskMetrics’ new risk assessment tool, Governance Risk Indicators (or GRId), is intended to help investors evaluate its portfolio companies’ governance-related risks. We have reviewed the technical materials that underlie the GRId methodology and offer our initial observations on how GRId is applied to a company’s compensation policies and practices.

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10 Tips for Navigating the ISS Equity Plan Maze

May 24, 2010

One of the biggest challenges that companies face when implementing a new employee stock plan is running the gauntlet of the RiskMetrics” (or, more precisely, its Institutional Shareholder Services division’s) burn rate and dilution tests. This article offers 10 tips for avoiding an unfavorable vote recommendation.

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RiskMetrics Introduces New Corporate Governance Tool

February 23, 2010

RiskMetrics has launched a new tool, Governance Risk Indicators, or GRId, to assess the corporate governance and compensation-related risks at public companies. GRId replaces the existing CGQ system for rating corporate governance practices.

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Conducting a Risk Assessment

January 6, 2010

Public companies will need to review the risk profile of their compensation programs to satisfy the SEC’s new risk disclosure requirement. Here’s what’s involved in conducting this risk assessment.

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10 Tips for Enhancing Your 2010 Executive Compensation Disclosure

January 6, 2010

Here is our annual list of tips for preparing your executive and director compensation disclosure in your 2010 proxy statement.

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Executive Compensation in 2010 – What Lies Ahead

January 6, 2010

A number of regulatory changes, as well as pending federal legislative initiatives, are poised to have a dramatic impact on executive compensation practices in 2010.

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SEC Adopts Disclosure Enhancements in Time for 2010 Proxy Season

December 16, 2009

The SEC has adopted changes to its proxy disclosure rules for 2010 that provide investors with additional information about how companies assess the risks in their compensation programs and other corporate governance and compensation-related matters.

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RiskMetrics Issues Policy Updates for 2010 Proxy Season

December 4, 2009

RiskMetrics Group (the parent company of Institutional Shareholder Services (ISS) has updated its U.S. corporate governance policies for the 2010 proxy season, including several policies that affect executive and equity compensation matters.

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Compensation Consultant Conflicts in the Spotlight in 2010

September 18, 2009

Pending new rules requiring companies to disclose the fees paid to compensation consultants will force compensation committees to identify and explain the non-compensation-related services that these advisors provide.

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