SEC Proposed Rules for Compensation Committees and Consultants

On March 30, the SEC proposed rules directing the national securities exchanges to adopt listing standards for the compensation committee of a company’s board of directors and compensation advisers, as required by the Dodd-Frank Act. The proposal also would require new disclosures for compensation consultants and conflicts of interest, and “listing standards” to address: (i) the independence of the members on a compensation committee; (ii) the committee’s authority to retain compensation advisers; and (iii) the committee’s responsibility for the appointment, payment, and work of any compensation adviser. Once an exchange’s new listing standards are in effect, a listed company must meet these standards in order for its shares to continue trading on that exchange. Comments must be submitted by April 29. SEC Release.