VIEWS: 5 PAGES: 3 CATEGORY: Business & Economics POSTED ON: 6/26/2010
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Executive Compensation SEC Disclosure Reforms Get Praise, and Potshots Support for proxy access, he didn’t expect major legislative reforms the Compensation Discussion & Analy- skepticism on success to come to a vote until next spring. Some commenters on the SEC pro- sis “appear to many practitioners as not providing enough specific guidance to of better risk-reward posals, including Hye-Won Choi, head of corporate governance at TIAA-CREF, be meaningful,” resulting in “great risk that most companies’ disclosures will analysis, disclosure support them overall but cautioned that fail to address specific, important action the SEC will need to take more steps to items.” discourage companies from filing boil- As proposed, a company would be re- By Melissa Klein Aguilar erplate disclosure language. To that end, quired to discuss and analyze its “broader Choi suggested that the SEC “reaffirm compensation policies and overall actual T he Securities and Exchange Com- mission has received a flood of sug- gestions, complaints, praise, and other the need for disclosure to be clear, con- cise, customized to the company, and ac- cessible to all shareholders.” compensation practices for employees generally, including non-executive offi- cers, if risks arising from those compen- comments for its sweeping plans to re- SEC Chairman Mary Schapiro her- sation policies or practices may have a vamp corporate proxy disclosures. self touched on that issue in remarks she material effect on the company.” The comment period for its proposals made July 1 at an SEC meeting where the Of all the measures under consider- ended mid-September, and the 137-page commissioners voted to publish the pro- ation, says John Farrell, KPMG’s lead proposing release drew scores of re- posals. She stressed the concept of “bet- partner for enterprise risk management, sponses to the many questions the Com- ter or more timely disclosure, not simply “That’s the one that’s really front and mission had asked. Not surprisingly, re- additional disclosure.” center” for issuers. sponses varied as widely as the questions Farrell says that for companies to de- themselves. Compensation Risks scribe how their compensation policies The proposing release covers a wide swath of issues, mostly dwelling on great- er disclosure of risks, executive compen- T he main thrust of the proposals is to shine a spotlight on risk oversight, particularly how companies monitor the affect risk taking, they will need to in- ventory their policies around the globe relative to their risk profiles—and that’s sation, or risks stemming from executive risks of excessive compensation. But Jes- something most companies haven’t been compensation. The proposals also call for se Brill, chairman of the National Asso- doing. Particularly outside of the fi- more disclosure of director nominees’ ciation of Stock Plan Professionals, said experience; disclosure of whether com-
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