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Executive Investigator
Tracking and Analyzing Executive Salaries, Bonuses, and Perks
 Friday, March 09, 2007
SEC Chairman Cox gave an address to the 2007 Corporate Counsel Institute yesterday in which is outlined future changes and commentary on current SEC regulations. In particular, he focused on changes to the executive compensation disclosure rules. One of the primary goals of the new regulations was to prevent the "boilerplate" disclosures that have previously been the norm, and instead replace them with genuinely useful information about executive compensation. Here's where he noticed the problems...

"We're seeing examples of overlawyering that are leading to 30- and 40-page long executive compensation sections in proxy statements. We’re seeing companies including columns in the summary compensation tables even when there's nothing to report in those columns. This kind of slavish adherence to boilerplate disclosure is what we're trying to stamp out," said SEC Chairman Cox. "So while we're giving people some grace in getting used to the new rules, the plain English part of executive compensation will be increasingly strictly enforced in the coming year."

He then summarized, "Before I leave the topic of executive compensation, let me offer a word about the new Compensation Discussion and Analysis section. This new opportunity for a company to detail the objectives of its compensation program is what good disclosure is all about — and it's where inside counsel can play a vital role. The narrative in the CD&A should provide a qualitative look at the company's executive compensation policies, and shed light on the quantitative tabular data. This is your chance to plainly tell the company's compensation story. I urge you to take the opportunity and make the most of it."
Friday, March 09, 2007 6:38:01 PM UTC  #    Comments [0]  |  Trackback