Tune in tomorrow to this webcast at noon eastern – “Doing Your Pay Ratio Homework Now: A Roadmap” – to hear Compensia’s Mark Borges, Deloitte Consulting’s Mike Kesner and Towers Watson’s James Davies, Paul Platten, Steve Seelig and Dave Suchsland get into the nitty gritty of how to do the math in the SEC’s pay ratio proposal. Here’s a set of Course Materials that you should print in advance.
This program will not be an overview of the SEC’s new proposal on pay ratio disclosures–we have posted plenty of memos to get you up-to-speed. Rather, this program will drill down to see where you stand if the proposal was adopted–and to help you decide whether you should consider submitting a comment letter to the SEC using hard facts. So this program will help you evaluate how to choose a compensation definition; how to conduct statistical sampling in this area; how to access the right data and calculate the median.
Had a blast at our week of conferences last week! The speakers did a great job. Interviewing Congressman Mike Oxley was a career highlight (and luckily, my days as ‘Billy Broc’ Oxley never came up). I’m particularly thankful to Faruqi & Faruqi’s Juan Monteverde for coming and being willing to answer many direct questions about the motivations and nature of his proxy disclosure lawsuits (stay tuned for more from Juan). Juan is a character and definitely added spice to the conference (next year’s conference? Vegas in late September!). Here is a pic of us together:
Squeezed in just before the government shutdown – the Federal Register site indicates they are now severely restricting what is being published – the SEC’s pay ratio disclosure proposal was published on Tuesday in the Fed Reg. So the comment period has officially started – even though a number of comments have already been submitted. It ends in 62 days – on December 2nd.
SEC Chair Mary Jo White, speaking Sept. 26 at the Council of Institutional Investors’ fall conference, told attendees the commission was pushing forward on governance-related rulemaking despite challenges faced by the resource-strained agency. In a question and answer session following a speech to attendees touting the agency’s enforcement record, White was noncommittal on when draft rules on clawbacks, pay-for-performance disclosures, and hedging and pledging of shares by executive–as mandated by the Dodd-Frank Act–would be put out, though stressed the agency’s commitment to deliver as quickly as possible.
Telling attendees the biggest surprise she faced upon assuming the chairmanship this spring was the “massive obligations and responsibilities” engendered by Dodd-Frank and the JOBS Act, which, she said, necessitated the creation of “parallel workstreams” to allow for the staggered and timelier roll out of draft rules. Speaking about specific rulemaking, White said she couldn’t predict when commissioners would approve a final rule on pay disparity ratio disclosures, now out for public comment, noting the agency “took seriously” all comments and reviewed them in “real time,” while cautioning that many comments are filed close to the end of 60 day rulemaking deadlines, which would draw out the process.
White also said the agency was focused on investors’ call for stronger clawback policies though noted the complexity of related rules “takes more bandwidth,” suggesting SEC staff remain months away from providing a draft rule to commissioners for consideration.
Notably, White also told attendees the agency was focused on and planned to “effect change” on mandatory arbitration provisions adopted by a growing number of companies. According to White, resolution of the issue would be dictated to some extent by state law, but the SEC does have authority to examine limits placed on the rights of shareholders through such provisions and would explore avenues for redress.
On matters related to ESG reporting, White told the largely public and labor pension fund delegates that Division of Corporation Finance staff are now focused on what may lie ahead for non-financial reporting, in response to a question regarding how the agency will address the matter as ESG reporting gains momentum.
“I worry about whether we’re doing the right disclosures,” White said. “One of things we must do is [ensure] for meaningful disclosures.” White also acknowledged questions over corporate political spending disclosures, pointing to a petition for rulemaking on the matter that at one point appeared close to being ready in draft rule form. “Given all of our mandated rulemakings, we don’t have bandwidth” to address issues beyond that which are Congressionally decreed, White suggested, noting the staff had yet to provide for any recommendations on the matter.
I’ve just put together this webcast for next Wednesday, October 9th (noon eastern) – “Doing Your Pay Ratio Homework Now: A Roadmap” – so you can hear Compensia’s Mark Borges, Deloitte Consulting’s Mike Kesner and Towers Watson’s James Davies, Steve Seelig and Dave Suchsland get into the nitty gritty about how to do the math in the SEC’s pay ratio proposal.
This program will not be an overview of the SEC’s new proposal on pay ratio disclosures–we have posted plenty of memos to get you up-to-speed. Rather, this program will drill down to see where you stand if the proposal was adopted–and to help you decide whether you should consider submitting a comment letter to the SEC using hard facts. So this program will help you evaluate how to choose a compensation definition; how to conduct statistical sampling in this area; how to access the right data and calculate the median.
In this blog, Allen Matkin’s Keith Bishop gives us the updated news about the Dennis v. Hart case since a panel of the California Court of Appeal recently affirmed that case’s dismissal. Here’s the appeal court’s opinion.
As Keith notes, some may be surprised that this case, which involves a Delaware corporation, was in the California courts of all, but the Ninth Circuit has held that the Dodd-Frank Act’s say-on-pay mandate did not by itself confer jurisdiction on the federal courts…
Our conference finally ended yesterday and I’m now digging out. Here are what others have said about the debate over the SEC’s pay disparity disclosure proposal:
Today is the “Say-on-Pay Workshop: 10th Annual Executive Compensation Conference”; yesterday was the “Annual Proxy Disclosure Conference” – and the video archive of that Conference is already 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 the 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 talking points and 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 Eastern.
– 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 the CLE list for each Conference in the FAQs.