TheCorporateCounsel.net

May 1, 2007

Just Posted: Spring Issue of Compensation Standards Print Newsletter

Because the response to the first few issues of Compensation Standards has been so positive – with many companies asking for permission to provide additional copies to all their directors – we have decided to provide complimentary subscriptions to the popular Compensation Standards print newsletter to all our friends for the rest of this year. Hot off the press, here is the latest issue: Spring 2007.

Act Now: To receive these complimentary issues, you can do so in one of three ways:

(1) you can sign-up online for you and your directors.

(2) you can email us a list of all the contact information for you and your directors to info@compensationstandards.com (for the directors, we just need their mailing information, company and title; for you, we would also need your email address, phone number and fax number).

(3) you can email us at info@compensationstandards.com with your contact information (including title, company, mailing address, email address, phone number and fax number) and the number of copies you need (which you would then forward to your directors).

If you need assistance, contact our HQ at info@compensationstandards.com or 925.685.5111. Note our HQ is on the West Coast with hours of 8am – 4pm.

Senate Takes Up “Say on Pay” Bill

From ISS’ “Corporate Governance Blog“: After the passage of the “Shareholder Vote on Executive Compensation Act” by the U.S. House of Representatives, Senate Democrats are making it known that they, too, want shareholders to have a vote on executive pay.

A bill seeking to amend the Securities and Exchange Act of 1934 to give shareholders at public companies an advisory vote on executive compensation–or “say on pay”–was introduced April 20 in the U.S. Senate as a companion to the House bill approved the same day. The House legislation passed by a vote of 269-134, indicating that it got some Republican support.

Senate Bill 1181, which was introduced by Sen. Barack Obama of Illinois, proposes an annual vote on the executive compensation disclosed in proxy statements under the new Securities and Exchange Commission’s standards. Companies would be required to allow a non-binding vote on the compensation disclosure and analysis (CD&A), summary compensation tables, and related material, starting in 2009.

Like the House measure, the Senate bill would give shareholders the opportunity to vote on any severance agreements that are reached while a company is considering a takeover offer or merger.

S. 1181 has been referred to the Senate Committee on Banking, Housing, and Urban Affairs, and has attracted co-sponsorships from at least four of Obama’s fellow Democrats, including Sen. Sherrod Brown of Ohio, Sen. Tom Harkin of Iowa, Sen. John Kerry of Massachusetts, and Sen. Richard Durbin, also of Illinois.

In his invitation to co-sponsors on April 24, Obama wrote, “It’s time that we not only make executive compensation packages more transparent, but that we also allow shareholders to express and debate their views on those packages.”

The Bush administration has expressed opposition to the House legislation, saying it “does not believe that Congress should mandate the process by which executive compensation is approved.”

Understanding What “Say on Pay” Means

To review a new ISS 18-page white paper on pay votes in international markets, please go to the ISS’ “Say on Pay” Information Center. Note that, in this Center, you can track the results of how shareholders voted on “Say on Pay” proposals as they happen.

Our May Eminders is Posted!

We have posted the May issue of our complimentary monthly email newsletter. Sign up to receive it today by simply inputting your email address!