This presentation was given July 23, 2010 by Ed Hauder of Exequity, Robert McCormick of Glass Lewis and Dan Walter of Performensation.
It provides a comprehensive look at how Say on Pay has impacted executive compensation in Europe, Australia and the US. The presentation also provides a drill down into each of the executive compensation provisions included in the Dodd-Frank Wall Street Reform and Consumer Protection law, sign July 21, 2010.
http://bit.ly/c3kXnM
ISS recently released their 2011 policy updates, which are effective for shareholder meeting dates on or after February 1, 2011. On the surface, the changes for 2011 do not appear to be as substantive as they have been in years past. The following is a brief summary of the ISS 2011 policy updates.
Ten Myths of “Say On Pay”
Authors: Professor David F. Larcker, Stanford Graduate School of Business; Allan McCall, co-founder of Compensia and currently a PhD candidate at the Stanford GSB; Gaizka Ormazabal, Assistant Professor of Accounting at IESE Business School at the University of Navarra; and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford GSB.
Published: July 28, 2012
Say on pay is the practice of granting shareholders the right to vote on a company’s executive compensation program at the annual shareholder meeting. Under the Dodd-Frank Act of 2010, publicly traded companies in the U.S. are required to adopt say on pay. Advocates of this approach believe that say on pay will increase the accountability of corporate directors and lead to improved compensation practices.
In recent years, several myths have come to be accepted by the media and governance experts. These myths include the beliefs that:
There is only one approach to “say on pay”
All shareholders want the right to vote on executive compensation
Say on pay reduces executive compensation levels Pay plans are a failure if they do not receive high shareholder support
Say on pay improves “pay for performance”
Plain-vanilla equity awards are not performance-based
Discretionary bonuses should not be allowed
Shareholders should reject nonstandard benefits
Boards should adjust pay plans to satisfy dissatisfied shareholders
Proxy advisory firm recommendations for say on pay are correct
We examine each of these myths in the context of the research evidence and explain why they are incorrect.
We ask:
* Should the U.S. rescind the requirement for mandatory say on pay and return to a voluntary regime?
Read the attached Closer Look and let us know what you think!
To receive monthly alerts about the Closer Look series, please email the Stanford Corporate Governance Research Program at corpgovernance@gsb.stanford.edu. You can also follow more corporate governance
This presentation by Jenny M. Lewis was made at the workshop on Competition in Publicly Funded Markets (28 February 2019). Find out more at http://www.oecd.org/daf/competition/workshop-on-competition-in-publicly-funded-markets.htm
This presentation by Mario Umaña of the Inter-American Development Bank was made during Break-out Session 1: Advocacy in the framework of the discussion on “Overcoming adversity and attaining success: Small and developing competition agencies” held at the 16th meeting of the OECD Global Forum on Competition on 8 December 2017. More papers and presentations on the topic can be found out at oe.cd/sda.
ISS recently released their 2011 policy updates, which are effective for shareholder meeting dates on or after February 1, 2011. On the surface, the changes for 2011 do not appear to be as substantive as they have been in years past. The following is a brief summary of the ISS 2011 policy updates.
Ten Myths of “Say On Pay”
Authors: Professor David F. Larcker, Stanford Graduate School of Business; Allan McCall, co-founder of Compensia and currently a PhD candidate at the Stanford GSB; Gaizka Ormazabal, Assistant Professor of Accounting at IESE Business School at the University of Navarra; and Brian Tayan, Researcher, Corporate Governance Research Program, Stanford GSB.
Published: July 28, 2012
Say on pay is the practice of granting shareholders the right to vote on a company’s executive compensation program at the annual shareholder meeting. Under the Dodd-Frank Act of 2010, publicly traded companies in the U.S. are required to adopt say on pay. Advocates of this approach believe that say on pay will increase the accountability of corporate directors and lead to improved compensation practices.
In recent years, several myths have come to be accepted by the media and governance experts. These myths include the beliefs that:
There is only one approach to “say on pay”
All shareholders want the right to vote on executive compensation
Say on pay reduces executive compensation levels Pay plans are a failure if they do not receive high shareholder support
Say on pay improves “pay for performance”
Plain-vanilla equity awards are not performance-based
Discretionary bonuses should not be allowed
Shareholders should reject nonstandard benefits
Boards should adjust pay plans to satisfy dissatisfied shareholders
Proxy advisory firm recommendations for say on pay are correct
We examine each of these myths in the context of the research evidence and explain why they are incorrect.
We ask:
* Should the U.S. rescind the requirement for mandatory say on pay and return to a voluntary regime?
Read the attached Closer Look and let us know what you think!
To receive monthly alerts about the Closer Look series, please email the Stanford Corporate Governance Research Program at corpgovernance@gsb.stanford.edu. You can also follow more corporate governance
This presentation by Jenny M. Lewis was made at the workshop on Competition in Publicly Funded Markets (28 February 2019). Find out more at http://www.oecd.org/daf/competition/workshop-on-competition-in-publicly-funded-markets.htm
This presentation by Mario Umaña of the Inter-American Development Bank was made during Break-out Session 1: Advocacy in the framework of the discussion on “Overcoming adversity and attaining success: Small and developing competition agencies” held at the 16th meeting of the OECD Global Forum on Competition on 8 December 2017. More papers and presentations on the topic can be found out at oe.cd/sda.
This presentation by Jocelyn Martel, Professor ESSEC, was made during the discussion “Barriers to exit” held at the 132nd meeting of the OECD Competition Committee on 4 December 2019. More papers and presentations on the topic can be found at oe.cd/bte.
DOL fiduciary rule: How it affects the insurance industry Grant Thornton LLP
We explore how the Department of Labor's final rule expanding the definition of fiduciary investment advice for advisers to retirement plans, participants and beneficiaries will affect the insurance industry.
The allocation of executive compensation resources is being scrutinized by internal and external forces. Regulations, board governance issues, and the lower margins require new thought processes on the various pieces of the compensation puzzle and how they fit together.
This presentation by Allan FELS AO (Professor, University of Melbourne, Monash & Oxford and former Chair of the Australian Competition and Consumer Commission) was made during the session on Competition in public markets held at the 16th meeting of the OECD Global Forum on Competition on 8 December 2017. More papers and presentations on the topic can be found out at oe.cd/28n
In today’s retirement plan industry, the unaddressed segment of the market is the one–third of private sector workers without
access to retirement benefits and Multiple Employer Plans (MEPs) are the disrupting force that can meet their needs.
Forward-‐thinking defined contribution retirement plan sponsors are recognizing the benefits of communicating to employees in a language
they can understand: monthly income. Investment solutions focused on income fundamentally improve the participant experience and ultimately deliver better outcomes.
ASSE PDC 2011 CSR for the Safety ProfessionalFayFeeney
Presentation deck from American Society of Safety Engineering 100th Anniversary conference.
This is not to be used for commercial use - for review only.
ACA - What you should know about worker classificationGrant Thornton LLP
If you’re an employer whose company uses independent contractors or workers from staffing agencies, you’ll need to make sure you’ve correctly identified whether they’re common law employees based on the IRS definition. Both types of workers may be considered common law employees, and if any of them are, you’ll need to add them to your total employee count in your Affordable Care Act calculation or risk incurring a hefty excise tax.
Learn more - http://gt-us.co/1xOqIzi
This presentation by Damien Neven from the Graduate Institute of Geneva was made during the discussion “Safe harbours and legal presumptions in competition law” held at the 128th meeting of the OECD Competition Committee on 5 December 2017. More papers and presentations on the topic can be found out at oe.cd/21v.
Wall Street Reform: Action Items for Compensation (Dodd Frank Act)PERFORMENSATION
This presentation discusses the things that companies should be doing to address compensation issues resulting from the Dodd-Frank Wall Street Reforms and Consumer Protection Act.
This presentation by Jocelyn Martel, Professor ESSEC, was made during the discussion “Barriers to exit” held at the 132nd meeting of the OECD Competition Committee on 4 December 2019. More papers and presentations on the topic can be found at oe.cd/bte.
DOL fiduciary rule: How it affects the insurance industry Grant Thornton LLP
We explore how the Department of Labor's final rule expanding the definition of fiduciary investment advice for advisers to retirement plans, participants and beneficiaries will affect the insurance industry.
The allocation of executive compensation resources is being scrutinized by internal and external forces. Regulations, board governance issues, and the lower margins require new thought processes on the various pieces of the compensation puzzle and how they fit together.
This presentation by Allan FELS AO (Professor, University of Melbourne, Monash & Oxford and former Chair of the Australian Competition and Consumer Commission) was made during the session on Competition in public markets held at the 16th meeting of the OECD Global Forum on Competition on 8 December 2017. More papers and presentations on the topic can be found out at oe.cd/28n
In today’s retirement plan industry, the unaddressed segment of the market is the one–third of private sector workers without
access to retirement benefits and Multiple Employer Plans (MEPs) are the disrupting force that can meet their needs.
Forward-‐thinking defined contribution retirement plan sponsors are recognizing the benefits of communicating to employees in a language
they can understand: monthly income. Investment solutions focused on income fundamentally improve the participant experience and ultimately deliver better outcomes.
ASSE PDC 2011 CSR for the Safety ProfessionalFayFeeney
Presentation deck from American Society of Safety Engineering 100th Anniversary conference.
This is not to be used for commercial use - for review only.
ACA - What you should know about worker classificationGrant Thornton LLP
If you’re an employer whose company uses independent contractors or workers from staffing agencies, you’ll need to make sure you’ve correctly identified whether they’re common law employees based on the IRS definition. Both types of workers may be considered common law employees, and if any of them are, you’ll need to add them to your total employee count in your Affordable Care Act calculation or risk incurring a hefty excise tax.
Learn more - http://gt-us.co/1xOqIzi
This presentation by Damien Neven from the Graduate Institute of Geneva was made during the discussion “Safe harbours and legal presumptions in competition law” held at the 128th meeting of the OECD Competition Committee on 5 December 2017. More papers and presentations on the topic can be found out at oe.cd/21v.
Wall Street Reform: Action Items for Compensation (Dodd Frank Act)PERFORMENSATION
This presentation discusses the things that companies should be doing to address compensation issues resulting from the Dodd-Frank Wall Street Reforms and Consumer Protection Act.
A company offer a competitive compensation arrangement in order to attract, retain, and motivate a qualified CEO to manage the organization.
This Quick Guide examines the elements of executive compensation and the process by which the compensation committee establishes pay packages.
It examines the questions:
• What is the purpose of a compensation program?
• How do boards structure pay?
• What is the difference between expected, earned, and realized pay?
• How much do CEOs make?
• Are CEOs paid the “right” amount?
For an expanded discussion, see Corporate Governance Matters: A Closer Look at Organizational Choices and Their Consequences (Second Edition) by David Larcker and Brian Tayan (2015): http://www.gsb.stanford.edu/faculty-research/books/corporate-governance-matters-closer-look-organizational-choices
Buy This Book: http://www.ftpress.com/store/corporate-governance-matters-a-closer-look-at-organizational-9780134031569
For permissions to use this material, please contact: E: corpgovernance@gsb.stanford.edu
Copyright 2015 by David F. Larcker and Brian Tayan. All rights reserved.
Green Buildings - A Primer on Green Building and LEEDOHM Advisors
http://www.ohm-advisors.com - Gary Sebach, Principal and Director of Architecture for OHM’s new division, Bird Houk, explains green buildings. Gary answers the most common questions about green buildings, sustainability and LEED. Sebach also shares a simple six step approach to LEED.
Green Streets: Finding Funding for Stormwater InfiltrationOHM Advisors
Green Streets and Funding presentation delivered at 2009 Tennessee Municipal League conference. Learn simple tips to find and program funds to make water quality improvements, in conjunction with your community’s road projects. Interactive workshop includes:
1. Photos of example projects and funding sources to demonstrate workable ideas
2. A simple planning/funding cycle process to follow
3. Q & A on technical issues such as porous pavement and other infiltration techniques
Regulatory, Technical and Modeling Challenges to Developing a Frequency Based...OHM Advisors
Wayne County’s North Huron Valley / Rouge Valley (NHVRV) interceptor system collects
sewage from 15 communities located in Southeast Michigan and transports flows to the Detroit Water and Sewerage Department (DWSD) for treatment and discharge. The County is evaluating a regional approach to controlling wet weather sanitary sewer overflows (SSOs). A new methodology called the i3D antecedent moisture (AM) model, was used to perform the hydrologic modeling. The i3D model is a continuous model that produces a good match to observed flow data over time. The accuracy of the model resulted in a high level of confidence in the frequency analysis for SSOs and will serve as the basis for recommending improvements to control wet weather SSOs. The use of the AM model combined with a frequency analysis for sizing improvements eliminated the need to select a design storm event based on “average” conditions. This reduced many of the conservatisms that are frequently included in event models such as the capture coefficient and seasonal effects. The use of spatially varied rainfall also improved the accuracy of the analysis over the use of a point rain gauge. This paper presents the modeling and analysis innovations used and the preliminary development of a regional project.
presents the foundational aspects of web analytics and some specifics such as the hotel problem. Discusses trace data, behaviorism, and other cool web analytics stuff
http://www.ohm-advisors.com: Stormwater Best Management Practices (BMP) are rapidly evolving and gaining significant popularity as a method to fight non-point source pollution. Knowing where to place BMPs in the ground to effectively treat stormwater can be tricky. However, with the use of GIS, you can review several environmental variables such as BMP location, size, and mitigated runoff volume. By analyzing orthoimagery, DEMs, existing infrastructure, soils, and right-of-way, users within organizations can more efficiently and effectively plan and optimize their BMPs.
Often BMP placement is often determined on a site-by-site basis. Using GIS and existing spatial datasets allow users to evaluate many sites and perform large scale planning efforts to get the most out of each BMP location. Effective planning at the local or watershed scale will make it easier to prioritize BMPs.
In this presentation, GIS analyst and Environmental Planner, Scott Kaiser, GISP, CFM, discusses the methods used to plan and choose stormwater BMPs with GIS.
Scott Kaiser is a green stormwater guru. A GIS Analyst and Environmental Planner with OHM: http:www.ohm-advisors.com, Scott has more than eight years experience in GIS, focusing on water protection.
Home Office, Backoffice compartilhado, Menos tempo e mais resultados! Confira as dicas e conheça suas opções. Home office:atividades remotas + comuns. Dicas: Home Office, Vendas, Equipe Compartilhada
Similar to The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Street Reform and Consumer Protection Act - executive compensation and more
Authored by: James R. Copland, David F. Larcker, and Brian Tayan Stanford Closer Look Series, May 30, 2018
Proxy advisory firms have significant influence over the voting decisions of institutional investors and the governance choices of publicly traded companies. However, it is not clear that the recommendations of these firms are correct and generally lead to better outcomes for companies and their shareholders. This Closer Look provides a comprehensive review of the proxy advisory industry and the influence of these firms on voting behavior, corporate choices, and outcomes, and it outlines potential reforms for the industry.
We ask:
• How accurate are the voting recommendations of proxy advisory firms?
• How influential are they over voting practices and corporate choices?
• Should steps be taken to reduce their influence or improve the reliability of their recommendations?
• Would greater transparency, back-testing, and regulation improve the market for their services?
By David F. Larcker, Brian Tayan
CGRI Research Spotlight Series. Corporate Governance Research Initiative (CGRI), 2016
This Research Spotlight provides a summary of the academic literature on how shareholder voting on executive compensation plans influences executive pay. It reviews the evidence of:
The impact of “vote no” campaigns
The impact of shareholder voting on equity compensation plans
The market reaction to say-on-pay legislation and proposals
The impact of say on pay on future pay practices
This Research Spotlight expands upon issues introduced in the Quick Guide “CEO Compensation.”
The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank BillEdward Hauder
This presentation was given July 23, 2010 by Ed Hauder of Exequity, Robert McCormick of Glass Lewis and Dan Walter of Performensation to the New York/New Jersey Chapter of the National Association of Stock Plan Professionals.
It provides a comprehensive look at how Say on Pay has impacted executive compensation in Europe, Australia and the US. The presentation also provides a drill down into each of the executive compensation provisions included in the Dodd-Frank Wall Street Reform and Consumer Protection law, sign July 21, 2010.
Direct Access to Recorded Session: http://bit.ly/c3kXnM
As companies diligently prepare for the 2012 proxy season, they need to be mindful of changes that proxy advisors are making to their voting policies. Institutional Shareholders Services (ISS) recently released its draft policy changes for 2012, which include significant revisions to its methodology for evaluating management say-on-pay (SOP) proposals. Although ISS is accepting comments on its proposed policy changes through November 7th, it is unlikely that there will be any material modifications to them when finalized in November. This article covers the key updates issuers can expect from ISS for 2012.
This presentation was used by Ed Hauder at the National Association of Stock Plan Professionals' Chicago Chapter meeting on December 8, 2009. In it Ed walks through the newly announced policy updates from RiskMetrics Group for 2010 as well as their Compensation FAQs, and then covers tips to get shareholders to approve equity plan proposals.
Client Alert: August 2012
Alice Simons discusses the primary objectives of the ESOP advocacy efforts in Congress and explains how you can schedule and prepare for a visit with your member of Congress. Brian Wurpts discusses strategies for mature ESOP companies to utilize their excess capital, with a focus on the option of distributing plan assets to participants.
New research from InvestmentNews, sponsored by Legg Mason, approximates how the DOL fiduciary rule will set money in motion and alter business models across the advice industry.
ISS’s recently announced 2014 policy changes for U.S. companies are relatively limited in scope compared to past years. The updates, which are largely unchanged from the draft policies released in November, will take effect for annual meetings beginning in February 2014.
More substantive policy revisions, however, are already in the works for the 2015 proxy season. ISS has opened a new consultation period through February 2014 to solicit feedback from governance stakeholders on five additional issues: independent chairman shareholder proposals, director tenure, director independence, auditor tenure, and equity plan scoring. Details of these and ISS’s 2014 policy updates are presented in this newsletter.
The Closer Look series is a collection of short case studies through which we explore topics, issues, and controversies in corporate governance. In each study, we take a targeted look at a specific issue that is relevant to the current debate on governance and explain why it is so important.
“Những thách thức về Quy chế tài chính thời kỳ hậu khủng hoảng kinh tế” là nghiên cứu Giáo sư Ania Zalewska, Đại học Bath, Anh Quốc, mang tới hội nghị VEAM (Vietnam Economist Annual Meeting ) 2015
"Challenges of financial regulation in the post crisis world" is the study Prof. Ania Zalewska, Bath University, UK, brought to VEAM 2015.
Để biết thêm chi tiết về các hoạt động và nghiên cứu của DEPOCEN truy cập
Website: http://depocen.org/vn/
LinkedIn: http://linkd.in/1GnHrHB
Facebook: DEPOCEN
In the sixth installment of The Real Deal, “Proxy Season Recap – Trends and Lessons from 2014,” Erik Lundgren and Erin Stone looked back at key trends from the 2014 proxy season and discussed lessons learned.
Similar to The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Street Reform and Consumer Protection Act - executive compensation and more (20)
Equity Compensation - Comparison of Plan Types: Including Stock Options, RSUs...PERFORMENSATION
This presentation will bring clarity to common complications and conflicts in equity compensation, including the basics of acronyms, tax rules, differences between core practice rules and regulations, benefits to employee and more.
Learn how to translate equity-specific acronyms and terms into plain English
Learn how participants make money from Appreciation Only, Full Value and Stock Purchase plans and how each can be a great or poor solution.
Learn the pros, cons and differences between commonly used equity compensation instruments. You will be surprised how similar and different they can be!
5, 4, 3, 2, 1: The Code to Better Compensation PlanningPERFORMENSATION
This presentation provides an entirely new approach to planning everything from your year down to your day. Designed for HR and Compensation professionals, we unveil our 5D-4W-3M-2Q-1Y code and how to put in action to become more efficient and effective.
This presentation was originally given on February 6, 2013 to more than 600 compensation professionals webinar attendees. Don't be the only compensation professional to miss out on this excellent program.
Learn how to more effectively plan and manage: Executive compensation, Long term incentives, Short Term Incentives, Bonuses, Merit increases, Performance appraisals, Performance reviews, Survey analysis and much more.
A quick reference for all articles written and published by Performensation for the period January 1, 2012 - June 30, 2012. Most of these articles were written for, and published at, The Compensation Cafe (www.compensationcafe.com). Please feel free to visit there to view recent articles. Use the search term "Performensation" to find specific articles.
You can also contact Dan Walter directly at 415-625-3406, dwalter@performensation.com if need assistance with compensation issues.
R-TSR Winning the Race - Communicating Performance-based Equity CompensationPERFORMENSATION
This whitepaper was written in conjunction with the valuation specialists at AON Radford. It discusses how to best communicate Relative TSR and other KPI, Metrics and Goals for Performance Equity Compensation Plans.
If you have, or are considering rolling out, a performance equity compensation programs this is an essential training tool to improve the results of your program.
This matrix describes the 10 most common types of time-vested equity compensation instruments and 9 key issues (primary use, typical plan sponsor and recipient, main features, key accounting, legal, tax, communication and administration issues.) The original version of this matrix has been downloaded more than 5,000 times and is considered an indispensable tool at the desks of many CEOs, CFOs, Compensation professionals and Stock administrators.
P90X and Effective Performance Based CompensationPERFORMENSATION
Learn how to performance and motivation techniques from the popular P90 workout program to your company's performance compensation programs. This truly unique presentation format and approach has been incredibly popular among compensation professionals and executives. Find out more by viewing or downloading it today.
Equity compensation grant trends 20110812 printPERFORMENSATION
What companies are doing, what they should be doing, and what they may want to stop doing
This presentation discusses the influences, issues and trends for equity compensation as of August 2011
Performensation Blog Articles Jan - June 2011PERFORMENSATION
Musings on Performance and Compensation. A full listing of all Performensation Blog Articles published between January 2011 and June 2011, including summaries of each.
Performensation Blog Articles June - Dec 2010PERFORMENSATION
Musings on Performance and Compensation. A full listing, with summaries, of all Performensation Blog Articles published between June 2010 and December 2010
Everything about Performance Equity Compensation (or as much as fits into an ...PERFORMENSATION
The use of performance-based equity is on the rise. This presentation discusses how to select metrics, set goals,and design a plan. It also covers communication, accounting and administrative concerns.
Presented to BACA (Bay Area Compensation Association 10/21/2010)
Supplemental Info: Say on Pay and Dodd Frank 20100723PERFORMENSATION
This presentation answers questions asked during the live event July 23, 2010. It also provides additional evidence regarding Pay and Performance in the United Kingdom.
Don't Ask How How High, Always Go the Limit - Performance-based EquityPERFORMENSATION
Performenace-based equity compensation plans and share schemes are here to stay. Learn how to design, implement, manage and communicate these plans in the real world.
This presentation covers the topic of equity compensation from two disparate perspectives. 1) the point of view of an exit planning specialist 2) the point of view of a companies looking for long term executive and broad-based equity compensation solutions.
Discover the innovative and creative projects that highlight my journey throu...dylandmeas
Discover the innovative and creative projects that highlight my journey through Full Sail University. Below, you’ll find a collection of my work showcasing my skills and expertise in digital marketing, event planning, and media production.
Remote sensing and monitoring are changing the mining industry for the better. These are providing innovative solutions to long-standing challenges. Those related to exploration, extraction, and overall environmental management by mining technology companies Odisha. These technologies make use of satellite imaging, aerial photography and sensors to collect data that might be inaccessible or from hazardous locations. With the use of this technology, mining operations are becoming increasingly efficient. Let us gain more insight into the key aspects associated with remote sensing and monitoring when it comes to mining.
Personal Brand Statement:
As an Army veteran dedicated to lifelong learning, I bring a disciplined, strategic mindset to my pursuits. I am constantly expanding my knowledge to innovate and lead effectively. My journey is driven by a commitment to excellence, and to make a meaningful impact in the world.
Cracking the Workplace Discipline Code Main.pptxWorkforce Group
Cultivating and maintaining discipline within teams is a critical differentiator for successful organisations.
Forward-thinking leaders and business managers understand the impact that discipline has on organisational success. A disciplined workforce operates with clarity, focus, and a shared understanding of expectations, ultimately driving better results, optimising productivity, and facilitating seamless collaboration.
Although discipline is not a one-size-fits-all approach, it can help create a work environment that encourages personal growth and accountability rather than solely relying on punitive measures.
In this deck, you will learn the significance of workplace discipline for organisational success. You’ll also learn
• Four (4) workplace discipline methods you should consider
• The best and most practical approach to implementing workplace discipline.
• Three (3) key tips to maintain a disciplined workplace.
The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
RMD24 | Debunking the non-endemic revenue myth Marvin Vacquier Droop | First ...BBPMedia1
Marvin neemt je in deze presentatie mee in de voordelen van non-endemic advertising op retail media netwerken. Hij brengt ook de uitdagingen in beeld die de markt op dit moment heeft op het gebied van retail media voor niet-leveranciers.
Retail media wordt gezien als het nieuwe advertising-medium en ook mediabureaus richten massaal retail media-afdelingen op. Merken die niet in de betreffende winkel liggen staan ook nog niet in de rij om op de retail media netwerken te adverteren. Marvin belicht de uitdagingen die er zijn om echt aansluiting te vinden op die markt van non-endemic advertising.
Premium MEAN Stack Development Solutions for Modern BusinessesSynapseIndia
Stay ahead of the curve with our premium MEAN Stack Development Solutions. Our expert developers utilize MongoDB, Express.js, AngularJS, and Node.js to create modern and responsive web applications. Trust us for cutting-edge solutions that drive your business growth and success.
Know more: https://www.synapseindia.com/technology/mean-stack-development-company.html
"𝑩𝑬𝑮𝑼𝑵 𝑾𝑰𝑻𝑯 𝑻𝑱 𝑰𝑺 𝑯𝑨𝑳𝑭 𝑫𝑶𝑵𝑬"
𝐓𝐉 𝐂𝐨𝐦𝐬 (𝐓𝐉 𝐂𝐨𝐦𝐦𝐮𝐧𝐢𝐜𝐚𝐭𝐢𝐨𝐧𝐬) is a professional event agency that includes experts in the event-organizing market in Vietnam, Korea, and ASEAN countries. We provide unlimited types of events from Music concerts, Fan meetings, and Culture festivals to Corporate events, Internal company events, Golf tournaments, MICE events, and Exhibitions.
𝐓𝐉 𝐂𝐨𝐦𝐬 provides unlimited package services including such as Event organizing, Event planning, Event production, Manpower, PR marketing, Design 2D/3D, VIP protocols, Interpreter agency, etc.
Sports events - Golf competitions/billiards competitions/company sports events: dynamic and challenging
⭐ 𝐅𝐞𝐚𝐭𝐮𝐫𝐞𝐝 𝐩𝐫𝐨𝐣𝐞𝐜𝐭𝐬:
➢ 2024 BAEKHYUN [Lonsdaleite] IN HO CHI MINH
➢ SUPER JUNIOR-L.S.S. THE SHOW : Th3ee Guys in HO CHI MINH
➢FreenBecky 1st Fan Meeting in Vietnam
➢CHILDREN ART EXHIBITION 2024: BEYOND BARRIERS
➢ WOW K-Music Festival 2023
➢ Winner [CROSS] Tour in HCM
➢ Super Show 9 in HCM with Super Junior
➢ HCMC - Gyeongsangbuk-do Culture and Tourism Festival
➢ Korean Vietnam Partnership - Fair with LG
➢ Korean President visits Samsung Electronics R&D Center
➢ Vietnam Food Expo with Lotte Wellfood
"𝐄𝐯𝐞𝐫𝐲 𝐞𝐯𝐞𝐧𝐭 𝐢𝐬 𝐚 𝐬𝐭𝐨𝐫𝐲, 𝐚 𝐬𝐩𝐞𝐜𝐢𝐚𝐥 𝐣𝐨𝐮𝐫𝐧𝐞𝐲. 𝐖𝐞 𝐚𝐥𝐰𝐚𝐲𝐬 𝐛𝐞𝐥𝐢𝐞𝐯𝐞 𝐭𝐡𝐚𝐭 𝐬𝐡𝐨𝐫𝐭𝐥𝐲 𝐲𝐨𝐮 𝐰𝐢𝐥𝐥 𝐛𝐞 𝐚 𝐩𝐚𝐫𝐭 𝐨𝐟 𝐨𝐮𝐫 𝐬𝐭𝐨𝐫𝐢𝐞𝐬."
Accpac to QuickBooks Conversion Navigating the Transition with Online Account...PaulBryant58
This article provides a comprehensive guide on how to
effectively manage the convert Accpac to QuickBooks , with a particular focus on utilizing online accounting services to streamline the process.
3.0 Project 2_ Developing My Brand Identity Kit.pptxtanyjahb
A personal brand exploration presentation summarizes an individual's unique qualities and goals, covering strengths, values, passions, and target audience. It helps individuals understand what makes them stand out, their desired image, and how they aim to achieve it.
3.0 Project 2_ Developing My Brand Identity Kit.pptx
The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Street Reform and Consumer Protection Act - executive compensation and more
1. A recorded version of this presentation, with audio, is available at: http://cc.readytalk.com/play?id=d5yovx The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Street Reform and Consumer Protection Act Hosted by: New York-New Jersey Chapter of the NASPP July 23, 2010
2. The Real Impact of Say on Pay and a Brief Update from the Dodd-Frank Wall Street Reform and Consumer Protection Act Hosted by: New York-New Jersey Chapter of the NASPP July 23, 2010
3. Today’s Presenters Dan Walter, President and CEO, Performensation Ed Hauder, Senior Advisor, Exequity Robert McCormick, Esq., Chief Policy Officer, Glass Lewis
4. What is Say on Pay? “Say on Pay” (SOP) is used to refer to: Shareholder proposals asking companies to put executive compensation and/or policies to a non-binding shareholder vote As yet, there is no agreement on how companies should respond or how SOP will work The populist view demands a vote on compensation policy and/or pay levels Institutional investors appear to be more interested in regular discussion with Compensation Committees to ensure pay systems align with operating strategies
5. What is Management Say on Pay? Management SOP (MSOP) proposals asking shareholders to approve by a non-binding vote, the company’s executive compensation and policies; in one of two forms (at the moment): Mandatory MSOPs—where the company is required to provide shareholders with an MSOP vote because of a regulation or law, i.e., participants in TARP or CPP are required to provide shareholders with an MSOP vote and public companies incorporated in North Dakota are required to provide an MSOP vote to shareholders Voluntary MSOPs—where the company has voluntarily adopted/provided an MSOP vote to shareholders when not required to do so by any regulation or law
6. What is Say on Pay meant to provide? Ability for shareholders to voice their opinion on pay policies Not a vote on specific compensation pay packages or elements Origin in is current form goes back to 2003, in the United Kingdom Now policy in many countries including: Netherlands, Australia, Sweden, Norway Symbolic or does it change compensation philosophy and execution?
20. 2010 Voting on MSOP Proposals That Failed KeyCorp Summary: pay for performance disconnect; STI plan more discretionary and performance results only generally referenced; same metrics used for both STI and LTI increasing KEY’s risk profile Motorola Summary: increase of $8 MM in Dr. Jha’s payment if separation does not occur; Dr. Jha’s amended agreement includes a modified excise tax gross-up provision; and, MOT adjusted results for the MIP program in an inconsistent manner Occidental Summary: repeated failure to address: pay magnitude; pay disparity; peer group disparity; and, performance target issues
21. International Experience with MSOP Votes Source: What International Markets Say on Pay, An Investor Perspective, Institutional Investor Services, April 2007.
22. International Experience with MSOP Votes—UK MSOP votes were required for public companies in the U.K. starting in 2003 after adoption of the UK’s Directors’ Remuneration Report Regulations 2002 on August 1, 2002 Statement of company’s policy on directors’ [executives’] remuneration (set forth in Appendix) The goals of the MSOP movement in the UK were: Improve the linkage between pay and performance Empower shareholders and improve shareholder democracy Create greater focus and ownership of compensation process by remuneration committees Engage shareholders on remuneration policies in genera
23. International Experience with MSOP Votes—UK Significant UK Shareholder Rejections of Remuneration Resolutions Source: RiskMetrics Group
24. International Experience with MSOP Votes—UK Reasons for UK Shareholders’ opposing, abstaining, or voting for an MSOP proposal Source: Say on Pay, Six Years On, Lessons from the UK Experience, a report by Railpen Investments and PIRC Limited (September 2009)
25. Empirical Evidence: Research from the UK Say on Pay does not have a great impact on most companies June 2008 Study Academic Paper by FabrizioFerri and David Maber Harvard Business School No evidence that Say on Pay changed the levels or growth of executive compensation Higher sensitivity of CEO cash and total pay to negative operating performance
26. Empirical Evidence: Cautionary UK research August 2009 Study Jeffrey N. Gordon, Columbia University The details of pay-for-performance may be too complex to effectively communicate to shareholders Annual voting requirement may result in a narrow range of compensation best practices Smaller firms would be unlikely to benefit for Say on Pay and restrictions to act like larger firms, may negatively impact their ability to grow Truly abnormal pay may be limited to a large companies in a small group of industries
27. Empirical Evidence: Research from the US and UK Say on Pay may create shareholder value August 2009 Study JieCai and Ralph A. Walkling, Drexel University Stocks of firms with the highest abnormal CEO pay and low pay-for-performance sensitivity react in a significant, positive manner to the Say-on-Pay More value created in companies with strong ownership by “vote-no” mutual funds. Dissenting voice creates pressure for change.
28. International Experience with MSOP Votes—Australia Australia’s Proposed Changes to MSOP Votes The Productivity Commission (PC) released a review of executive pay in Australia in January 2010 The Australian government responded to the PC’s report in April 2010 and indicated it would introduce legislation to implement many of the PC’s 17 recommendations, including the “two strikes” proposal for MSOP votes As currently proposed, the two strikes proposal for MSOP votes would work as follows: A minimum 25% “no” vote on remuneration report triggers reporting obligation on how concerns addressed, and A subsequent “no” vote of at least 25% activates a resolution for elected directors to submit for re-election within 90 days Unclear whether this would apply to the entire board, or just the remuneration committee or chair Additionally, the proposals with which the Australian government agreed included: Prohibiting key management personnel from voting undirected proxies on remuneration resolutions, and Prohibiting key management personnel that hold shares from voting on their own remuneration arrangements
29. Companies that will be most impacted by MSOP Companies with excessive or ineffective executive compensation Companies with independent-mind shareholders who are willing to challenge management Companies that have historically responded positively to shareholder pressure
30. Shareholder Response to MSOP Proposals Shareholder response to MSOP votes is likely to be heavily influenced by the type of shareholder they are: Retail account (mom & pop) shareholders—likely to ignore MSOP votes (and all other votes) unless something captures their attention and makes them want to vote Active investors—short-term (hedge funds, opportunists, etc.)—looking for the lowest cost response that will maximize short-term share returns Active investors—long-term (mutual funds)—looking for low cost response that will maximize long-term share returns Index investors—long-term owners with little overhead costs from investment activities – looking for most effective response that will result in the best long-term share returns possible Interestingly, in the UK, it was the index investors which led the adoption of MSOP votes. Largely because they had funds available due to their structure and could not take a “Wall Street Walk” if a company began to disappoint them Felt the best way to improve on their investments was to agitate for change and open dialogues with management and boards
31. Shareholder Response to MSOP Proposals Several Possible Shareholder Approaches to MSOP Votes
32. Glass Lewis (GL) Policies Regarding MSOP Proposals Will support MSOP proposals where: Pay is aligned with performance, and Shareholders are provided with a clear, comprehensive discussion of the processes and procedures related to executive compensation Specifically, GL’s approach to evaluating MSOP proposals involves the following: CD&A Analysis Evaluates content and clarity, consists of a nuanced approach when assessing companies’ rationale for significant adjustments made to performance metrics, target payouts, and benchmarking CD&A disclosure is rated based on a critique of several key elements, including: Whether the company provides a reasonable rationale for benchmarking at a specific percentile Its disclosure of performance metrics Its disclosure of how actual performance translates into pay decisions Its evaluation of a companies’ rationale for granting discretionary cash or equity awards, and Its review of the extent to which performance plays a role in the granting of equity incentives Proprietary Pay-for-Performance Analysis Evaluates the relationship between relative executive compensation and relative performance GL benchmarks the compensation of the NEOs to the compensation of the NEOs at peer companies and compares the company’s performance to that of those same peers
33. RiskMetrics Group Policies Regarding MSOP Proposals Assesses MSOP proposals on a case-by-case basis, considering the following factors in light of a company’s specific circumstances and the board’s disclosed rationale for its practices: Relative Considerations Assessment of performance metrics relative to business strategy, as discussed and explained in the CD&A Evaluation of peer groups used to set target pay or award opportunities Alignment of company performance and executive pay trends over time (e.g., performance down; pay down) Assessment of disparity between total pay of the CEO and other NEOs Design Considerations Balance of fixed versus performance-driven pay Assessment of excessive practices with respect to perks, severance packages, SERPs, and burn rates Communication Considerations Evaluation of information and board rationale provided in CD&A about how compensation is determined Assessment of board’s responsiveness to investor input and engagement on compensation issues RiskMetrics Group also will use MSOP proposals as the primary vehicle to address “problematic pay practices”
34. RiskMetrics Group Problematic Pay Practices Problematic Pay Practices Formerly referred to as “poor” pay practices Now, two groups: “Major”—can lead to negative vote recommendations if one exists; set out in the 2010 Policy Updates “Minor”—can lead to negative vote recommendations if more than one exists; set out in the 2010 Compensation FAQs RMG will utilize MSOP proposals as the initial vehicle to address problematic pay practices. RMG may recommend votes: Against MSOP proposals Against/Withhold from compensation committee members or, in rare cases where full board is deemed responsible for the practice, all directors, or when no MSOP item is on the ballot, or when the board has failed to respond to concerns raised in prior MSOP evaluations Against an equity-based incentive plan proposal if excessive non-performance-based equity awards are the major contributor to a pay-for-performance misalignment List is extensive and detailed
37. At least once every 6 years shareholders must be given an opportunity to vote on the frequency of MSOP votes
38. Companies must provide a choice of voting every year, every two years or every three years
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40. Critical Questions to be Resolved Will SEC exempt smaller companies from MSOP for some period? What form will the vote on frequency take? What changes will occur with shareholders whose current stance is against MSOP? What will the final rules look like once all of the details are settled? Will this change the frequency or levels of pay in a measurable way?
41. Critical Steps as You Move Forward Know your shareholder base, what they want and what they do not like regarding your compensation policies, designs, awards and payments Open up lines of communication with your shareholders before next proxy season – both the investment and voting sides of your institutional shareholders Understand what compensation issues your shareholders could have with your company, and how those might influence their vote on MSOP proposals and your directors
42. Critical Steps as You Move Forward, cont. Explore ways to address any perceived issues with your compensation Evaluate any compensation changes or tweaks through the rubric of the MSOP vote so you can anticipate any negative reaction that such changes or tweaks might engender and act to minimize or address any shareholder concerns Review disclosures to ensure executive compensation is understandable (plain English, executive summary, charts, graphs, tables should be utilized as much as possible), the whys of compensation decisions are explained, and the rationale for controversial pay practices is clearly articulated
43. Some Parting Thoughts on MSOP Say on Pay is not a harbinger of doom Executive compensation at most companies is not likely to be dramatically impacted We will continue to see growth in performance-based pay, but variety may be stifled Companies with poor remuneration practices may see positive shareholder value as a result of compensation changes The real impact may be the need for improved communication and explanation of compensation practices This may be especially important for companies with adversarial shareholder, but reasonable executive remuneration policies
44. Dodd-Frank Wall Street Reform and Consumer Protection Act Executive Compensation Provisions (Sections 951–957)
45. Background The following presentation walks through the highlights of the executive compensation provisions contained in the Dodd-Frank Wall Street Reform and Consumer Protection Act. This presentation is based on the version of the bill dated June 26, 2010 (5:27 p.m.) and posted on the House Committee on Financial Services Web page: http://financialservices.house.gov/Key_Issues/Financial_Regulatory_Reform/Financial_Regulatory_Reform062410.html (under Title IX—Investor Protections and Improvements to the Regulation of Securities). Act was signed into law by President Obama, July 22, 2010 For more information about Exequity, please visit our Web site at www.exqty.com.
46. Overview – Part 1 The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has several provisions that impact executive compensation, including: A nonbinding shareholder vote on the compensation of executives as disclosed in the proxy (“say on pay vote”) at least once every 3 years. A nonbinding shareholder vote on the frequency of the say on pay vote at least once every 6 years. A nonbinding shareholder vote on golden parachutes. Requirement for most public companies to have only independent directors on their compensation committees. Requirement for most public companies’ compensation committees to utilize only independent compensation consultants and other advisors. Mandate for most compensation committees to be given authority to retain a compensation consultant and independent legal counsel and other advisers, including fiscal authority.
47. Overview – Part 2 The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) has several provisions that impact executive compensation, including: Requirement for companies to disclose more information about executive compensation, including: Pay versus performance; Median annual total compensation of all employees; CEO’s annual total compensation; and Ratio of median annual total compensation of all employees to that of the CEO. Requirement for public companies to implement a clawback policy. Requirement for companies to disclose their policy with respect to executive and director hedging of company equity securities. Making covered financial institutions subject to enhanced compensation structure reporting and prohibitions. Eliminates broker votes on director elections, executive compensation, or any other significant matter, as determined by the Securities and Exchange Commission (SEC), for uninstructed shares held by beneficial owners.
48. Golden Parachute Votes In any proxy for a meeting where shareholders will be asked to approve an acquisition, merger, consolidation, or proposed sale or other disposition of all or substantially all the assets of an issuer (CIC), the following must be disclosed and a separate, nonbinding shareholder vote must be held to approve: Any agreements or understandings with named executive officers concerning any type of compensation that is based on or otherwise relates to the acquisition, merger, consolidation, sale, or other disposition of all or substantially all the assets of the issuer (“CIC Compensation”); The aggregate total of all such compensation that may (and the conditions upon which it may) be paid or become payable to or on behalf of such executive officer; and Effective for shareholder meetings occurring more than 6 months after Dodd-Frank is enacted. This vote is not required if agreements or understandings were previously subject to a say on pay vote. Issues/Concerns Broad definition of CIC Compensation; seems to include vesting of prior awards like IRC Section 280G. Thus, disclosure and vote seems expansive. The rules specifically provide that no vote is necessary if previously approved in say on pay vote. If no design changes occur, will a prior vote eliminate need to have vote in merger proxy? Can the “aggregate total” be adequately disclosed and approved in a prior proxy? How (if at all) will this relate to the termination disclosures for named executive officers in proxies? Will this change the current form of disclosure, either by rule or practice? What happens if the board has authorized CIC Compensation and contractually bound the company but shareholders don’t agree? The shareholder vote is nonbinding—what will the practical consequence be? Can or will companies guard against such a scenario, e.g., will contracts contain shareholder approval contingency clauses?
49. Compensation Committee Independence Companies will not be permitted to be publicly listed unless their compensation committees are composed entirely of independent directors. Definition of “independence” will be issued by the national securities exchanges and associations, taking into consideration relevant factors, including: The source of compensation of a director, including any consulting, advisory, or other compensatory fee paid by the company to such director; and Whether the director is affiliated with the company, a subsidiary, or an affiliate of a subsidiary. The SEC shall permit national securities exchanges and associations to exempt a particular relationship from the above requirements, taking into consideration the size of the company and any other relevant factors. Issues/Concerns We expect the definition of independence to be largely the existing definitions used by the national securities exchanges and associations for audit committee members, tailored to members of the compensation committee. This requirement will put a final nail in the coffin of having nonindependent directors sit on a compensation committee (which is now only a minor practice).
50. Independence of Compensation Consultants and Other Compensation Committee Advisers Compensation committees of public companies may only select a compensation consultant, legal counsel, or other adviser (“advisers”) after taking into consideration the factors identified by the SEC. The SEC must identify factors that affect the independence of an adviser. Such factors shall be competitively neutral among categories of advisers and preserve the ability of compensation committees to retain the services of members of any such category, and shall include: The provisions of other services to the company by the person that employs the adviser; The amount of fees received from the company by the person that employs the adviser, as a percentage of the total revenue of the person that employs the adviser; The policies and procedures of the person that employs the adviser that are designed to prevent conflicts of interest; Any business or personal relationship of the adviser with a member of the compensation committee; and Any stock of the company owned by the adviser. The compensation committee, at its discretion, may retain the services of an adviser. However, this does not: Require the compensation committee to implement or act consistently with the advice or recommendations of the adviser; or Affect the ability or obligation of a compensation committee to exercise its own judgment in fulfillment of the duties of the compensation committee. Required disclosures—for any shareholder meeting occurring on or after the 1-year anniversary of the date of enactment of Dodd-Frank, public companies will be required to disclose in their proxies whether: The compensation committee retained or obtained the advice of a compensation consultant; and The work of the compensation consultant has raised any conflict of interest and, if so, the nature of the conflict and how it is being addressed.
51. Independence of Compensation Consultants and Other Compensation Committee Advisers (Continued) Companies that fail to comply with the requirements of this section of Dodd-Frank will be prohibited from being publicly listed; those failing to comply will be given a “reasonable opportunity to cure any defects” before their listing is prohibited. SEC will permit the national securities exchanges and associations to exempt a category of issuers from the compensation committee independence and independent adviser requirements. Shall take into account the potential impact on smaller reporting companies. Controlled companies shall be exempt from these requirements. Controlled company is a company that is listed on a national securities exchange or association and holds an election for the board of directors in which more than 50% of the voting power is held by an individual, a group, or another company. The SEC must conduct a study and review of the use of compensation consultants and the effects of such use and submit a report to Congress within 2 years after enactment of Dodd-Frank on the results of such study and review. Issues/Concerns The language does permit compensation committees to engage any adviser they like so long as they at least consider the factors to be promulgated by the SEC. However, consistent with current trends, these requirements will likely persuade a majority of companies to engage independent advisers to advise their compensation committees. Unclear just how the factors mentioned in Dodd-Frank will be applied by the SEC. The SEC regulations are unlikely to outright prohibit the consultant from providing any other services to the company, but this may in practice become a compensation committee requirement. Note, this also applies to other advisors such as legal counsel; this could result in committees engaging different legal counsel than the counsel involved in other corporate matters.
52. Executive Compensation Disclosures Pay vs. Performance—SEC must require each company to disclose in any proxy for an annual meeting a clear description of any compensation required to be disclosed under the proxy disclosure rules, including: Information that shows the relationship between executive compensation actually paid and the financial performance of the company, taking into account any change in the value of shares of stock and dividends and any distributions; this disclosure may include a graphic. Additional Disclosures—SEC shall require companies to disclose in any filing which requires disclosure regarding the compensation of a company’s named executive officers: The median of the annual total compensation of all employees, except the CEO (Median Employee Annual Compensation); The annual total compensation of the CEO (CEO Annual Compensation); and The ratio of the Median Employee Annual Compensation to the CEO Annual Compensation. Total compensation is defined as it is for purposes of the Total Compensation column in the Summary Compensation Table. Issues/Concerns Determining the Median Employee Annual Compensation will take a significant amount of work for companies with large employee bases and/or operations in multiple countries. For example, total compensation includes annual pension increases which can significantly increase the disclosure burden. Since ratios will almost always be a sizeable multiple, it is likely to spark shareholder ire where company performance is subpar. Note, again, that this ratio is done largely based on pay opportunity rather than actual pay realized, particularly with respect to equity incentives. This pay ratio concept has historically been used to compare executive pay across various countries. However, it is unlikely to guide future pay decisions nor allow for solid comparisons across companies. For example, outsourcing decisions can have a material impact on the calculation.
53. Clawback Provision—Recovery of Erroneously Awarded Compensation Policy Public companies can only be listed if they comply with the following requirements: Each company shall: Disclose its policy on incentive-based compensation that is based on financial information required to be reported under the securities laws; and In the event that the company is required to prepare an accounting restatement due to the material noncompliance of the company with any financial reporting requirement under the securities laws, recover from any current or former executive officer who received incentive-based compensation (including stock options awarded as compensation) during the 3-year period preceding the date on which the company is required to prepare an accounting restatement, based on the erroneous data, in excess of what would have been paid to the executive officer under the accounting restatement. Issues/Concerns How will compensation that is based on or related to the movement in the company’s stock price be treated under this required clawback policy? In other words, with respect to such awards, how can a company determine what “excess amount” was paid if the stock price reflected the market’s understanding of the financial reporting information that was restated? Will shareholders have the right to bring a derivative action under this provision if a company does not? How will this clawback provision interact with any mandatory holding periods a company has imposed on company securities received by executives or directors, especially where the amounts held relate to a period prior to the 3-year period prior to any required restatement? Can the “appropriate” clawback amount be defined or must this by its nature require significant discretion? How will other legal challenges be addressed (e.g., wage laws), if at all?
54. Disclosure Regarding Employee and Director Hedging SEC shall require companies to disclose in any proxy for an annual meeting whether any employee or member of the board of directors, or any designee of such employee or director, is permitted to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of equity securities: Granted to the employee or director by the company as part of his compensation; or Held, directly or indirectly, by the employee or director. Issues/Concerns Given the Section 16 insider trading rules, hedging activities by officers and directors were not prevalent practice. However, this will cause companies to formalize an anti-hedging policy (if they have not already done so) and apply the policy to all employees. To the extent any employee or director is hedging, and the company is concerned about disclosing such transactions, they may wish to undo these transactions prior to the filing of their next proxy.
55. Enhanced Compensation Structure Reporting for Financial Companies Covered financial institutions will be subject to new rules and regulations to be promulgated by the appropriate Federal regulators within 9 months after enactment of Dodd-Frank. These regulations will require each covered financial institution to disclose to the appropriate Federal regulator the structures of all incentive-based compensation arrangements offered by such covered financial institutions sufficient to determine whether the compensation structure: Provides an executive officer, employee, director, or principal shareholder with excessive compensation, fees, or benefits; or Could lead to material financial loss to the covered financial institution. Covered financial institutions with less than $1 billion of assets will be exempt from these requirements. Issues/Concerns Based on the review conducted by the Federal Reserve of large, complex banking organizations, it is safe to assume that the appropriate Federal regulators will be looking to make significant changes with respect to compensation, including requiring: Mandatory holding periods; A significant portion of compensation to be deferred; and Introducing an absolute metric governing payouts of any performance-based compensation subject to relative performance measures, e.g., relative total shareholder returns. We believe compensation at covered financial institutions will be transformed as a result of this provision and the Federal Reserve’s recent review. It remains to be seen how compensation programs will be changed and the impact this may have on financial institutions’ ability to attract, motivate, and retain key talent.
56. Voting by Brokers Dodd-Frank prohibits brokers from voting securities unless the beneficial owner has instructed the broker how to vote the proxy on the following matters: Election of directors; Executive compensation; or Any other significant matter, as determined by the SEC. But does not include the uncontested election of directors of any investment company. Dodd-Frank specifically does not prohibit a national securities exchange from promulgating rules that would expand the list of such matters regarding which brokers are prohibited from voting without instructions from the beneficial owner Issues/Concerns This provision will apply to the new mandatory say on pay votes regarding executive compensation, which will have a negative impact on vote outcomes and likely will force companies to evaluate whether a proxy solicitation campaign targeted at retail beneficial owners is warranted. Likely will increase the influence of proxy advisory firms as the broker votes are not counted on the above issues.
57. About Robert McCormick Prior to joining Glass Lewis, Bob McCormick was the Director of Investment Proxy Research at Fidelity Management & Research Co., which he joined in 1997. At Fidelity, he managed the proxy voting of more than 700 retail and mutual fund accounts, holding 4,000 domestic and international securities worth in excess of $1 trillion. Prior to joining Fidelity, McCormick was a staff attorney at Keenan, Powers & Andrews and Prudential Securities Incorporated, both in New York City. McCormick is an attorney who earned his law degree from Quinnipiac University School of Law after graduating with honors from Providence College. He serves on the International Corporate Governance Network’s Cross-Border Voting Practices and Securities Lending committees. Robert McCormick, Esq.rmccormick@glasslewis.com 415-678-4228 www.glasslewis.com
58. About Ed Hauder Edward Hauder—Senior Executive Compensation Advisor Senior advisor and practical thought leader: Ed is known industry-wide as a leading advisor on executive compensation matters. He maintains long-term relationships with numerous companies, serves on the CompensationStandards.com Executive Compensation Task Force, maintains his acclaimed Equity Compensation Blog, edwardhauder.com, and is a practical thought leader on compensation matters. Experience across a range of industries: Ed has consulted with hundreds of companies in multiple industries on all aspects of executive and director compensation. Ed focuses on helping companies design compensation programs that help them achieve their strategic goals and objectives, while at the same time keeping them out of the penalty box with shareholders and the media. Ed also helps companies understand and find practical solutions for technical matters impacting compensation, e.g., financial accounting, securities, tax, and corporate governance issues. His expertise includes RiskMetrics Group (a.k.a. ISS) compensation modeling and policies, which enabled him to create the Flexible Share Authorization to maximize equity plan flexibility. Articles and quotes on compensation issues: Ed has recently written articles that have appeared in The Corporate Board, workspan Weekly, BNA’s Executive Compensation Library, and Tax Management Compensation Planning Journal. He has been quoted in such publications as BNA’s Pension & Benefits Daily, Business Finance,Forbes, HRMagazine, and The NASPP Advisor. Background and education: Before joining Exequity, Ed was employed as a Principal at Buck Consultants where he managed the Technical Solutions and Innovation Team. Prior to that, Ed was a member of Hewitt Associates’ Executive Compensation Center of Technical Excellence. Ed received a B.A. in International Relations from Juniata College, a J.D., cum laude, from Seattle University School of Law, and an LL.M. (Tax), with honors, from IIT-Chicago-Kent College of Law. Contact information:edward.hauder@exqty.com or (847) 996-3990Ed’s Equity Compensation Plan Blog: www.edwardhauder.com
59. About Dan Walter Dan Walter, CEP, President and CEO of Performensation. Dan has more than 15 years of experience assisting companies with both executive and broad-based compensation programs. He provides end-to-end solutions for private and public companies in both the United States and abroad. His clients have ranged from entrepreneurial start-ups to established Fortune 100 companies providing his clients with a unique perspective on compensation issues. Dan’s expertise includes equity compensation, executive programs, performance-based pay and talent management issues. His experience with these programs includes: diagnosis, design, communication, administration and reporting. Dan has experience with all forms of equity including stock options, restricted shares and units, stock purchase and performance-based programs. Phone: ofc: +1-415-625-3405 | mobile: +1-917-734-4649 Twitter: @performensation | Skype: performensation LinkedIn: www.linkedin.com/in/danwalter Performensation Website: www.performensation.com Equity Compensation Experts: www.equitycompensationexperts.groupsite.com CompensationCafe Blog: www.compensationcafe.com