Center Files Comments With SEC on Dodd-Frank Implementation

On September 1, 2010, the Center On Executive Compensation filed comments with the U.S. Securities and Exchange Commission providing our recommendations on how the SEC's proposed regulations should be structured in five key areas: a) Say on pay and the shareholder vote to determine the frequency of say on pay votes, b) Additional disclosure and separate say on pay vote on golden parachutes, c) No fault clawbacks, d) Disclosure of Pay Versus Financial Performance, and e) Pay ratio disclosure. The filing is in response to the Commission's unusual request for input before proposed regulations are issued.

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Research & Commentary

Best Practices : Committee Checklist for Assessing Incentives and Risk

Commentary : Boards Need to Monitor Risks More Closely

Commentary : Why Comp Disclosure Must Change

Commentary : Steering Clear Of The Executive Compensation Bog

Latest News

Executive Compensation: Dodd-Frank Implementation, Proxy Advisory Firms Take Center Stage
HR Policy Association, 8/26/2010

Directors and GCs' Views of Executive Compensation
Boardmember.com , 8/11/2010

Oxy 10: Reasons The Proxy Fight at Occidental Isn't Accidental
CNN Money, 8/11/2010

‘Say on Pay’ Would Weaken the Board’s Ability to Link Compensation and Business Strategy

A mandated "say on pay vote" is marketed by proponents as a way to control executive pay and to give shareholders greater oversight of the Board of Directors. In reality, the unintended consequences of say on pay would weaken corporate governance and erode the link between pay and results.

Fast Facts

73 percent of Fortune 100 companies, or the largest U.S. firms based on revenue, said they had clawback policies in 2009 compared with 18 percent in 2006.

Total direct compensation for CFOs fell 4% in 2008.

Of the 76 companies that have tallied their Say on Pay vote only 23, less than a third, have received a majority vote.