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Securities and Exchange Commission
The Securities and Exchange Commission is the federal agency responsible for protecting investors, maintaining fair, orderly, and efficient securities markets, and facilitating capital formation. The Commission’s rules govern the disclosure of executive and director compensation information in proxy statements and other public filings.
- Proposed rules
- Final Rules
- EDGAR (“Electronic Data Gathering and Retrieval” system)
- Division of Corporation Finance web page (to access SEC rules and interpretive guidance)
Financial Accounting Standards Board
The Financial Accounting Standards Board is the designated private sector organization in the United States that establishes financial accounting and reporting standards. These standards govern the preparation of financial statements. They are officially recognized as authoritative by the Securities and Exchange Commission and the American Institute of Certified Public Accountants. These standards are important to the efficient functioning of the economy because investors, creditors, auditors, and others rely on credible, transparent, and comparable financial information.
The Commission has statutory authority to establish financial accounting and reporting standards for publicly-held companies under the Securities Exchange Act of 1934. Throughout its history, however, the Commission’s policy has been to rely on the private sector for this function to the extent that the private sector demonstrates ability to fulfill the responsibility in the public interest.
National Securities Exchanges
NYSE Euronext, is a holding company created by the combination of NYSE Group, Inc. and Euronext N.V. NYSE Euronext brings together six cash equities exchanges in seven countries (including the New York Stock Exchange) and eight derivatives exchanges. It is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds, and the distribution of market data.
- NYSE Listed Company Manual
- Corporate Governance Listing Standards: 303A Section 303A.08 – Shareholder Approval of Equity Compensation Plans
- Updated FAQs Regarding Final Corporate Governance Listing Standards (Section 303A Final Rules) – February 13, 2004 (pdf)
- Final text Section 303A.08 – Shareholder Approval of Equity Compensation Plans – June 30, 2003 (pdf)
- FAQs Regarding 303A.08 – Stockholder Approval for Equity Compensation Plans – Updated March 29, 2007 (pdf)
NASDAQ OMX delivers trading, exchange technology, and public company services across six continents, with over 3,800 listed companies. It offers multiple capital-raising solutions to companies around the globe, including the Nasdaq Stock Market. NASDAQ OMX technology supports the operations of over 70 exchanges, clearing organizations, and central securities depositories in more than 50 countries.
Other Corporate Governance and Executive Compensation-Related
CompensationStandards.com (to access the Borges Proxy Disclosure blog)
CompensationStandards.com is an Internet portal that provides practical and responsible guidance in the area of executive compensation. This guidance is provided in several forms: through an annual Conference, the extensive resources available on its web site, and in its Compensation Standards newsletter.
Institutional Shareholder Services Inc. (ISS), is a provider of risk management and corporate governance products and services to participants in the global financial markets. In 2007, it acquired Institutional Shareholder Services, Inc. (“ISS”), a proxy advisory firm, that assists institutional investors in fulfilling their fiduciary obligations with comprehensive proxy analysis.
The Council of Institutional Investors is a nonprofit association of public, union, and corporate pension funds with combined assets that exceed $3 trillion. Founded in 1985, it provides education to members, policymakers, and the public about good corporate governance, shareowner rights, and related investment issues, and advocates on its members' behalf.
The Business Roundtable is an association of chief executive officers of leading U.S. companies with more than $5 trillion in annual revenues and nearly 10 million employees. Its member companies comprise nearly a third of the total value of the U.S. stock markets. The Business Roundtable advocates on its members’ behalf on a wide range of business, economic, and social issues, including executive and director compensation practices.
The Center on Executive Compensation is an organization dedicated to developing and promoting principled pay and governance practices and advocating compensation policies that serve the best interests of shareholders and other corporate stakeholders. The Center was created at the direction of the Board of Directors of HR Policy Association, which represents the senior HR executives of more than 280 of the largest corporations in the United States.