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  At no other epoch in the history of the world has there been such awareness of the critical importance of human resources. Organizations of all types – whether commercial, industrial governmental, or philanthropic – depend for their success ultimately on the skills and abilities of the people who comprise them. No technology yet developed can substitute for the uniquely human qualities that all of us bring to the workplace. This section has been reserved to keep human resources practitioners current on trends and legislation affecting the people side of the enterprise.
Proposed SEC Changes Will Serve to Render Compensation
Decisions More Visible to Stakeholders
The Security and Exchange Control Commission’s (SEC) continuing efforts to make the compensation programs of public companies more transparent has resulted in proposed amendments to its existing compensation disclosure rules. If the changes are adopted they will be effective for next year’s proxy. The changes being proposed at the same time as the SEC is increasing its review of CD&As, and the enforcement of CD&A regulations.

The SEC’s 2010 Proposed Changes
The SEC announced proposed changes to disclosure requirements in proxy statements on July 10, 2009. These changes included reporting of stock-based compensation (below), new disclosures in the CD&A covering the connection between risk and compensation programs, and potential conflicts of interest related to the use of compensation consultants.

Summary Compensation Proposals
Fair value grant date in line with FAS 123(R)…total compensation column adjustments
Special risk criteria to be considered
Reporting on the use our outside compensation consultants:
Selection criteria, services, selection approval, and itemization of fees for services
Number of CD&A reviews will increase in 2010

Executive Compensation Practices Coming Under Scrutiny
Tax gross-ups
Single-trigger equity acceleration provisions
Say-on-Pay (a non-binding component)
Election of Directors
-> Contact SRG for the full alert...
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