Here’s news from this memo from Frederic W. Cook & Co.:
The Financial Accounting Standards Board (FASB) on October 5, 2016 directed its staff to draft a proposed Accounting Standards Update (ASU) for vote by written ballot that would narrow the scope of modification accounting in FASB Accounting Standards Codification (ASC) Topic 718 (Topic 718). The proposed change would be beneficial for companies and compensation professionals because it would permit some changes to outstanding share-based payment awards to escape the complexities and potential incremental costs of accounting for modifications under Topic 718.
A member asked that I conduct a poll on how long it will take FASB to generate a draft – since they sometimes move like a glacier. What’s your guess?
Today is the “Say-on-Pay Workshop: 13th Annual Executive Compensation Conference”; yesterday was the “Tackling Your 2017 Compensation Disclosures: Proxy Disclosure Conference” (video archive is now posted). Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.
– How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of TheCorporateCounsel.net or CompensationStandards.com to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter Conference Here” – on the home pages of those sites – will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Flash Player). Here are the “Course Materials,” filled with 180 pages of talking points & practice pointers.
Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for TheCorporateCounsel.net or CompensationStandards.com). If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s conference agenda; times are Central.
– How to Earn CLE Online: Please read these “FAQs about Earning CLE” carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see this “List: CLE Credit By State.”
Today is the “Tackling Your 2017 Compensation Disclosures: Proxy Disclosure Conference”; tomorrow is the “Say-on-Pay Workshop: 13th Annual Executive Compensation Conference.” Note you can still register to watch online by using your credit card and getting an ID/pw kicked out automatically to you without having to interface with our staff. Both Conferences are paired together; two Conferences for the price of one.
– How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of TheCorporateCounsel.net or CompensationStandards.com to watch it live or by archive (note that it will take about a day to post the video archives after it’s shown live). A prominent link called “Enter Conference Here” – on the home pages of those sites – will take you directly to today’s Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Flash Player). Here are the “Course Materials,” filled with 180 pages of talking points & practice pointers.
Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for TheCorporateCounsel.net or CompensationStandards.com). If you are experiencing technical problems, follow these webcast troubleshooting tips. Here is today’s conference agenda; times are Central.
– How to Earn CLE Online: Please read these “FAQs about Earning CLE” carefully to see if that is possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see this “List: CLE Credit By State.”
Yesterday, the Nasdaq posted this new FAQ #1269 regarding shareholder approval of plans (also see this Mike Melbinger blog about it):
Question: Is an amendment to an equity compensation plan to increase the withholding rate to satisfy tax obligations, such as from the minimum tax rate to the maximum tax rate, considered a material amendment?
Answer: Generally, an amendment to increase the withholding rate to satisfy tax obligations would not be considered a material amendment to an equity compensation plan. Allowing the holder of an award to surrender unissued shares to pay tax withholdings is similar to settling the award in cash at market price, and neither creates a material increase in benefits to participants nor increases the number of shares to be issued under the plan.
This type of change also is not an expansion in the types of awards provided under the plan. This analysis is the same regardless of whether the plan allows the shares surrendered for tax withholdings to be added back to the pool of shares available for issuance as future awards. Accordingly, an amendment to an equity compensation plan to increase the withholding rate to satisfy tax obligations would not be considered a material amendment to the plan.
Evaluating these Compliance & Disclosure Interpretations will be among the many “pay ratio” discussions taking place over 20-plus panels. Register now!
For the many of you that have registered for our Conferences coming up next Monday, October 24th, we have posted the “Course Materials” (attendees received a special ID/PW yesterday via email that will enable you to access them; note that copies will be available in Houston). The Course Materials are better than ever before – with numerous sets of talking points comprising 180 pages of practical guidance. We don’t serve typical conference fare (ie. regurgitated memos and rule releases); our conference materials consist of originally crafted practical bullets and examples. Our expert speakers certainly have gone the extra mile this year!
Here is some other info:
– How to Attend by Video Webcast: If you are registered to attend online, just go to the home page of TheCorporateCounsel.net or CompensationStandards.com to watch it live or by archive (note that it will take a few hours to post the video archives after the panels are shown live). A prominent link called “Enter the Conference Here” – which will be visible on the home pages of those sites – will take you directly to the Conference (and on the top of that Conference page, you will select a link matching the video player on your computer: Windows Media or Flash Player).
Remember to use the ID and password that you received for the Conferences (which may not be your normal ID/password for TheCorporateCounsel.net or CompensationStandards.com). If you are experiencing technical problems, follow these webcast troubleshooting tips. Here are the conference agendas; times are Central.
– How to Earn CLE Online: Please read these “FAQs about Earning CLE” carefully to see if it’s possible for you to earn CLE for watching online – and if so, how to accomplish that. Remember you will first need to input your bar number(s) and that you will need to click on the periodic “prompts” all throughout each Conference to earn credit. Both Conferences will be available for CLE credit in all states except for a few – but hours for each state vary; see our “CLE Credit By State” list.
– Register Now to Watch Online: There is still time to register for our upcoming pair of executive pay conferences – which starts on Monday, October 24th – to hear Keith Higgins, etc. If you can’t make it to Houston to catch the program in person, you can still watch it by video webcast, either live or by archive. Register now to watch it online.
– Register in Houston to Watch In-Person: Starting on Friday, you will no longer be able to register to attend in Houston through this site – but you can still register to attend when you arrive in Houston! You just need to bring payment with you to the conference and register in-person. Through Thursday, you can still register online to attend in Houston…
Here’s an excerpt from this piece by Brendan Sheehan (also see this Reuters article):
On Monday, the Nobel Prize for Economics was awarded to Oliver Hart and Bengt Holmström, two U.S-based professors. A significant section of their work focuses on how companies pay CEOs and senior executives, and their findings, along with many other academics, have contributed greatly to a significant shift in the design (and size) of CEO pay over the past few decades.
Yet while there have been many important advancements in understanding how compensation is linked to behavior, there are some significant disconnects among the academic theory (developed in part by the two Nobel laureates), its practical application and the opinion of investors.
As noted in this Glass Lewis blog, the GC100 – the voice of general counsel and company secretaries in the FTSE 100 – and the Investor Group has published an updated version of its “Directors’ Remuneration Reporting Guidance,” replacing the guidance published in 2013 (oddly, the actual updated guidance doesn’t appear to be posted anywhere). Here’s an excerpt from the blog:
It is hardly surprising that the focus of the revisions revolves largely around some of the more contentious topics of the past two years. The guidance reflects widespread investor demands for greater transparency surrounding bonus targets, stating that in the event that companies do not include those targets due to commercial sensitivity (as permitted by the regulations on pay), “particulars of, and reasons for, the omission must be given in the remuneration report and an indication given of when (if at all) the information is to be reported”; many issuers have seen investor backlash over a perceived lack of transparency surrounding bonus hurdles, and it will be interesting to see if they respond to the revised guidance and placate investor concerns.
Similarly, the exercise of discretion has caused regular headaches for issuers and investors alike, and the latest guidance attempts to bridge the gap on this topic. Upon seeking approval of their initial policies, many companies provided the remuneration committee with broad powers to adjust performance targets and vesting outcomes, and even to exceed stated ‘maximum’ limits in relation to recruitment. In some cases, investor concerns over the scope of potential discretion prompted supplementary assurances regarding the committee’s intentions to appear on company websites or the stock exchange shortly in advance of AGMs. The latest guidance accepts that “arithmetic performance targets may lead to anomalies” and that “flexibility, discretion and judgement are crucial for the successful design and implementation of a remuneration policy”; however, in order to provide clarity to investors, the Group recommends that policies should include well thought out and detailed explanations of the possible circumstances under which discretion may be used.
Also see this Deloitte memo on the topic – and this Manifest blog about the Investment Association’s Executive Remuneration Working Group’s recent interim report seeking more radical reform in the pay area…