WASHINGTON (AP) — Federal regulators voted Wednesday to require companies to reveal more information about how they pay their executives amid a public outcry over compensation.
The Securities and Exchange Commission voted 4-to-1 to expand the disclosure requirements for public companies.
Company policies that encouraged excessive risk-taking and rewarded executives for delivering short-term profits were blamed for fueling the financial crisis.
The agency also changed a formula on how public companies report stock options and stock awards in regulatory filings. Such awards often make up most of top executives’ pay.
Separately, the agency voted unanimously to require thousands of investment advisers who have custody of clients’ money to submit to annual surprise exams by outside auditors.
The surprise audits would allow independent accountants to review the books and verify that the money is there. The snap audits would apply to about 1,600 investment advisers that don’t use third-party custodians, out of roughly 11,000 advisers registered with the S.E.C.
This move is aimed at plugging gaps that allowed the disgraced money manager Bernard Madoff to deceive investors.
The changes will help investors make better-informed voting decisions for the companies in which they hold stock, said Mary Schapiro, the chairwoman of the S.E.C.
“By adopting these rules, we will improve the disclosure around risk, compensation and corporate governance, thereby increasing accountability and directly benefiting investors,” Ms. Schapiro said before the vote.
Kathleen Casey, one of the commissioners, said she opposed some of the new requirements, like added information on qualifications of directors and candidates for the board, that she said could be “unduly burdensome.”
As a result, Ms. Casey said she was voting against the rule as a whole.
It was the first final rule adopted by the S.E.C. this year under Ms. Schapiro’s tenure. Numerous proposals have been made by the commissioners.
Under the new rules, companies will have to disclose legal actions involving the company’s executive officers, directors and nominees for the board. They also must explain the role played by diversity as a factor in choosing candidates for the board and detail potential conflicts of interest on the part of compensation consultants retained by the company.
Anger over lavish Wall Street pay has led some American banks to take pre-emptive action. Goldman Sachs, for example, has said it won’t give cash bonuses to 30 top executives. Instead, the bonuses will be paid in stock that can’t be cashed in for five years.
The new requirements were proposed by the S.E.C. and opened to public comment in July. They build on rules the agency adopted in 2006. The expanded executive pay disclosure rules will take effect next spring, when companies send annual proxy disclosures to shareholders.
S.E.C. Approves Tougher Rules on Executive Pay
No comments:
Post a Comment