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23 Sep. 2010 | Comments (0)

Earlier this week, the SEC released its Dodd-Frank Act rulemaking schedule. It’s quite an ambitious undertaking for the next 10 months. But what I thought was telling was that it is designed to have a Say on Pay/Golden Parachutes (AKA exit package for executives) rule in place by the 2011 proxy season while holding off on related items such as compensation consultant independence disclosure, listing exchange standards on compensation committee independence and independent advisers, hedging for directors and employees disclosure, and executive compensation clawbacks until late spring/early summer. Effective dates for some of these rules may be a different story as that usually depends on what the full SEC agrees to once the rulemaking process ends. I must say reading the schedule on the SEC Web site was an ordeal in and of itself. But I guess with all those proposed rules, categorizing them by dates and subject was the only way to organize the schedule. What gets tricky is following the rulemaking process for one particular rule. For example, to find out when the Say on Pay final rule (AKA Shareholder Approval of Executive Compensation) is due out, you had to scroll through a couple of pages from October-December 2010 to January-March 2011. So anyway, here is my best attempt to decipher the rulemaking schedule [with props to’s Broc Romanek and Compliance Week’s Melissa Klein Aguilar [registration required]. The section number after each rule pertains to the provision in the Dodd-Frank Act. Executive Compensation
  • Say on Pay and Golden Parachutes [Section 951] – proposed rules by October-December 2010, final rules by January-March 2011
  • Disclosure of executive compensation pay for performance [Section 953] – proposed rules by April-July 2011
  • Disclosure regarding employee and director hedging [Section 955] – proposed rules by April-July 2011
  • Recovery of executive compensation (clawback policy) [Section 954] – proposed rules by April-July 2011
Compensation Committee and Compensation Consultant Independence
  • Listing exchange standards regarding compensation committee independence and factors affecting compensation adviser independence and disclosure rules regarding compensation consultant conflicts [Section 952] – proposed rules by October-December 2010, final rules by April-July 2011
Broker Voting
  • Definition of “other significant matters” for clarifying listing exchange standards regarding broker voting of uninstructed shares [Section 957] – proposed rules by April-July 2011
  • About the Author:Gary Larkin

    Gary Larkin

    Gary Larkin is a research associate in the corporate leadership department at The Conference Board in New York. His research focuses on corporate governance, including succession planning, board compo…

    Full Bio | More from Gary Larkin


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