TheCorporateCounsel.net

April 6, 2011

Survey Results: Clawback Policies

We have posted the survey results regarding the latest clawback policy trends, repeated below:

1. Has your company adopted a clawback policy:
– Yes, we adopted a policy during 2010 for first time – 9.6%
– Yes, we already had one before 2010 but we recently amended it – 5.2%
– Yes, we already had one before 2010 and we intend to amend it soon – 28.9%
– Not yet – 56.3%

2. If you answered “Not yet” to question above, do you intend to take any of the following steps in advance of adopting or amending a clawback policy:
– Add provision into terms & conditions of certain incentive awards to enable a potential clawback – 22.5%
– Have executives sign an independent document to enable a potential clawback of incentive awards generally – 7.5%
– Add disclosure in proxy statement about the intention to adopt or amend a clawback policy after finalization of SEC rules implementing Section 954 of Dodd-Frank – 45.0%
– None of the above – 40.0%

3. Does your company plan to adopt a new clawback policy or amend an existing policy:
– Prior to finalization of SEC rules implementing Section 954 of Dodd-Frank – 7.5%
– After finalization of SEC rules implementing Section 954 of Dodd-Frank – 70.7%
– Don’t know yet – 15.8%
– No – 6.0%

4. Once fully completed or amended, does/will your clawback policy apply to:
– Executive officers only – 25.9%
– Group of key employees broader than executive officers – 20.7%
– All employees – 3.0%
– Some provisions of policy apply to certain group of employees and other provisions apply to other groups or all employees – 5.9%
– Don’t know yet – 44.4%

5. Once fully completed or amended, does/will your clawback policy apply to directors:
– Yes, the entire clawback policy will apply to directors – 8.2%
– Yes, but only part of clawback policy will apply to directors – 0.8%
– No, it will not apply to directors – 33.6%
– Don’t know yet – 57.5%

Please take our new “Quick Survey on Regulation FD Practices.”

Nerd Alert: Seeing “10Q” Gets Me Excited

You know you’re a securities law geek when you come across a service called “10Q” and it gets you excited. However, this site has nothing to do with the law – it’s a service that sends you an answer to a question a year after the question is posed. It sends you the answer that you gave to the question; it’s a site to help you gauge how you’ve changed over the course of the year. Sort of like sending yourself spam with a long lag. Hat tip to Michelle Leder of footnoted.com for finding this site…

More on “The Mentor Blog”

We continue to post new items daily on our blog – “The Mentor Blog” – for TheCorporateCounsel.net members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Supreme Court: Companies Don’t Have “Personal Privacy” Interest Assertable Under FOIA Exemption
– Even More on ” An Insider’s View of the SEC: Principles to Guide Reform”
– US Accounting Standard-Setting Outlook for 2011 and Beyond
– Which Blogs Should My Directors Read?
– Study: How Non-Executive Chairs and CEOs Work Together

– Broc Romanek