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Saturday 19 November 2011

SEC chairman sees more rules, soon, on governance and pay

Mary Schapiro thinks that investors are pretty happy with the say-on-pay rules in the US, used for the first time in the proxy season this year. The chairman of the Securities and Exchange Commission said she hoped it would lead boards to start asking themselves some penetrating questions. But say-on-pay is only the most high-profile of the measure that the SEC has had to deal with in response to the Dodd-Frank Act, and there's more to come, soon.
  • Mary SchapiroProxy voting services: The SEC staff are looking into possible rules to governance the governance agencies and their perceived conflicts of interest, where concern has grown with the introduction of say-on-pay. "I can’t guarantee our timing in light of all that we have on our plate," Schapiro told an industry workshop. "I hope we can address concerns over their role, including disclosure of conflicts of interest and the information upon which they base recommendations, by the end of the year or early in 2012."
  • Four other measures: The Dodd-Frank Act requires the SEC to make rules in four further areas relating to governance and compensation matters: pay ratio, pay-for-performance, claw-backs, and employee hedging of company stock. Schapiro said she recognised that the requirements may be costly to implement. "As we move forward, however, please keep in mind that the statutory framework for these rulemakings is, in some cases, quite prescriptive," she added. "As with all other aspects of Dodd-Frank implementation, we have made outreach to stakeholders a linchpin of our rulemaking efforts. I encourage you to reach out to us as we work to complete our Dodd-Frank requirements and to address other issues of concern." Subtext: "not my fault."

While the act doesn't set a deadline for SEC rulemakings, the SEC itself has. It hopes to propose them by the end of this year or early in 2012.

Source document: The Schapiro speech gives further details of her views on the virtues of say-on-pay.

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