On Wednesday of this week, the US regulator, the Securities and Exchange Commission (SEC) announced changes to the rules requiring disclosure of executive and director compensation as well as share ownership of officers and directors. These changes would affect disclosure in proxy statements, annual reports and registration statements, as well as the current reporting of compensation arrangements. The rules will require that this disclosure be provided in plain English. Overseas companies who have US exchange listings, those impacted by Sarbanes-Oxley obligations, will also have to comply with these rulings in their US company returns.
"With more than 20,000 comments, and counting, it is now official that no issue in the 72 years of the Commission's history has generated such interest," said SEC Chairman Christopher Cox. "The better information that both shareholders and boards of directors will get as a result of these new rules will help them make better decisions about the appropriate amount to pay the men and women entrusted with running their companies. Shareholders need intelligible disclosure that can be understood by a lay reader without benefit of specialized expertise or the need for an advanced degree. It's our job to see that they get it."
Following research work by Professor Erik Lie at the University of Iowa - which indicated that up to 10% of US stock options were granted on the basis of backdating the grant price to a date when stock prices were lower - and the ensuing public storm, the SEC will now require companies to include the grant date of stock options in disclosing equity awards as well as the full value of the option grant in the total compensation. If the exercise price of any option is "in the money", or an option grant differs from the actual grant date, companies will need to document this separately in their reports.
|
