Publications

Congress Agrees on Executive Compensation Reforms

On Friday, June 25, 2010, the House-Senate conferees agreed on a final version of major financial services reform legislation. The renamed “Dodd-Frank Wall Street Reform and Consumer Protection Act” now goes to the House of Representatives and Senate this week for final approval, with the goal of presenting the bill to President Obama for his signature by the Fourth of July. The 2,300+ page...Read More

Risky Business – A Review of the 2010 Bay Area 150 Pay Risk Disclosures

During the 2010 proxy season, public companies were required to make a number of new corporate governance and compensation-related disclosures in their annual proxy statements. None of these were more problematic – and challenging – than the requirement to discuss the risks arising from a company’s compensation policies and practices for its employees to the extent that these policies and...Read More

Comparing the Executive Compensation Reform Proposals – An Update

On May 20, 2010, the United States Senate approved its proposed legislation to reform the financial services industry, the “Restoring American Financial Stability Act of 2010.” (While the legislation has the same bill number as the legislation approved by the House of Representatives in December 2009, the “Wall Street Reform and Consumer Protection Act of 2009,” the bill’s content reflects the...Read More

Dissecting GRId

In February, RiskMetrics Group, Inc. (“RMG”), the prominent risk management and corporate governance services firm, introduced its Governance Risk Indicators (“GRId”) system, a new tool for assessing the corporate governance-related risks, including compensation-oriented risks, of public companies. GRId replaces RMG’s previous process for evaluating the corporate governance practices of the...Read More

10 Tips for Navigating the ISS Equity Plan Maze

When adopting or amending an employee stock plan, companies must spend considerable time and effort addressing the numerous strategic and design issues – the plan’s purpose and objectives, award types, eligible participants, liquidity alternatives, tax and accounting treatment – that such an undertaking entails. In recent years, an increasingly important aspect of the process has been...Read More

Comparing the Executive Compensation Reform Proposals

On March 21, 2010, the Senate Committee on Banking, Housing, and Urban Affairs approved the “Restoring American Financial Stability Act of 2010,” as introduced by the Committee’s Chairman, Senator Christopher J. Dodd (D-CT). At this time, the bill reflects the Senate’s primary vehicle for reforming the financial services industry. Like its analog, H.R. 4173, the “Wall Street Reform and...Read More

RiskMetrics Introduces New Corporate Governance Tool

RiskMetrics Group, Inc. (“RMG”), the prominent risk management and corporate governance services firm, has introduced a new tool to help investors assess corporate governance-related risks, including compensation-oriented risks, at portfolio companies: Governance Risk Indicators, or GRId. Prompted by the belief that lax corporate governance contributed to the recent global economic recession,...Read More

Conducting a Risk Assessment

In the face of the recent global financial crisis, investors have become increasingly concerned about the risk profile of corporate compensation programs. Responding to this widespread anxiety, the Securities and Exchange Commission now requires public companies to address the relationship between their compensation policies and practices and excessive risk-taking in their proxy statement....Read More

10 Tips for Enhancing Your 2010 Executive Compensation Disclosure

The 2010 proxy season is shaping up as one of the most momentous in recent memory. On December 16, 2009 – less than three weeks ago, the SEC adopted a package of enhancements to its proxy disclosure rules, including several changes to its executive compensation disclosure requirements. The timing of the Commission’s actions doesn’t give companies much time to collect and analyze the...Read More

Executive Compensation in 2010 – What Lies Ahead

While 2009 certainly brought its share of activity on the executive compensation and corporate governance fronts, 2010 promises to be even busier – new proxy disclosure rules, the first proxy season without broker discretionary voting in uncontested director elections, the likely adoption of a mandatory “Say on Pay” requirement, an SEC proposal on proxy access – on top of pending federal...Read More

SEC Adopts Disclosure Enhancements in Time for 2010 Proxy Season

The Securities and Exchange Commission has adopted several changes to its proxy disclosure rules that will be effective for the 2010 proxy season. These changes, which were originally proposed in July, fulfill commitments made earlier this year by Chairman Mary L. Schapiro to update the SEC’s proxy disclosure rules to ensure that investors receive relevant information about public companies’...Read More

RiskMetrics Issues Policy Updates for 2010 Proxy Season

RiskMetrics Group, the prominent risk management and corporate governance services firm, has updated its U.S. corporate governance policies. This latest annual update addresses, among other things, the corporate governance and compensation policies that RiskMetrics will use to determine its voting recommendations for its proxy advisory clients during the upcoming 2010 proxy season. With the...Read More