TheCorporateCounsel.net

In the “Compensation Committee” Practice Areas on both CompensationStandards.com and TheCorporateCounsel.net, we have posted a number of recently amended compensation committee charters, tweaked by companies to adapt to the SEC’s new rules as well as other considerations.

Look at First Disclosures under the SEC’s New Executive Compensation Rules

Yesterday, the SEC posted the federal register version of its December amendments (comments are due January 29th for these “interim final” rules). In addition, we posted the January supplement of Mark Borges’ latest blogs on executive compensation disclosures, which include several analyses of the SEC’s December rulemaking as well as a look at the first disclosures made under the new rules.

Survey Results: Compensation Committee Meetings/Disclosure Committee Meetings

We have wrapped up our latest survey; this one on compensation and disclosure committee meetings – and the results are repeated below (and don’t forget to take our latest survey on related party transaction policies):

1. In the wake of the SEC’s new compensation disclosure rules, our compensation committee has the following people attend their meetings:

– General counsel – 57.6%
– Securities law counsel – 33.7%
– Employee benefits law counsel – 8.5%
– Head of Human Resources department – 59.4%
– Other member of Human Resources department – 24.5%
– Corporate secretary or assistant corporate secretary – 50.0%

2. Does someone from your independent auditor attend your disclosure committee meetings:

– No; no one from the independent auditor attends any disclosure committee meetings – 66.3%
– Some; someone from the independent auditor attends some of the disclosure committee meetings (e.g. just selected meetings such as those relating to financial reports or earnings releases) – 18.4%
– All of them; someone from the independent auditor attends all of the disclosure committee meetings – 15.3%

3. If someone from your independent auditor attends some or all of your disclosure committee meetings, the:

– Independent auditor requested the right to attend – 29.0%
– Company requested that someone from the independent auditor attend – 71.0%

4. If someone from your independent auditor attends some or all of your disclosure committee meetings, what is the purpose for attendance:

– To function as an active participant in the deliberations of the disclosure committee – 32.4%
– To serve in an advisory capacity and answer questions if asked – 35.3%
– To monitor and record the activities of the disclosure committee – 20.6%
– Other – 11.8%