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Executive Compensation Disclosure
On July 26, 2006, the Securities and Exchange Commission (SEC) adopted amendments to its rules relating to the disclosure of executive compensation. Since these new rules apply to SEC filings and reports for fiscal years ending on or after Dec. 15, 2006, public filers who use the calendar year as their fiscal year will be required to comply with the new disclosure requirements when preparing their 2007 proxy statements.
While that leaves several months before the filing and mailing of 2007 proxy materials, there are a number of reasons why it is important for companies to get an early start on revising their proxy disclosure to comply with the new rules. In particular, the new compensation tables and the addition of a Compensation Discussion & Analysis (CD&A) section will require extensive consideration, discussion and drafting by management and the company's Compensation Committee. The SEC has made it clear that boiler-plate disclosure will not suffice when discussing the matters required to be covered by the CD&A section. Rather, the SEC has repeatedly emphasized the need for a principles based approach which describes and analyzes all elements of compensation that are material to an investor's understanding of how the company motivates and compensates its named executive officers.
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Bankruptcy Sales: Finding a Diamond In the Rough
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The DOJ's Corporate Enforcement Policy: One Year Later
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