Schapiro: Say-On-Pay Rules Expected in the Next Few Weeks

Securities and Exchange Commission (SEC) Chairman Mary Schapiro said Thursday that the federal regulator could possibly issue new proposed shareholder corporate governance and executive compensation reform rules “in the next few weeks.”

In her testimony before the U.S. Senate Committee on Banking, Housing, and Urban Affairs, Schapiro stated that the Commission’s goal is “to adopt the final rules in time to inform the 2011 proxy season.”

“We anticipate that the [SEC] will propose rules designed to implement these provisions in the next few weeks,” the Chairman explained in her comments regarding the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection by the Commission.

She said the requirements would allow shareholder advisory vote on executive compensation every three years, and a separate advisory vote at least once every six years, with relation to all transactions at the corporate level and their effects on executive compensation.

“The Act also requires every institutional investment manager to…report at least annually how it voted on any of the required votes,” she added.  

With regards to its shareholder proxy provisions, the SEC said previously that the passage would offer “long-term significant shareholders” the right to nominate candidates to the Boards of the companies they own. Under the new rules, proxy access would be available to shareholders, or a group of shareholders, who own or have owned stock continually for three years, and have at least 3% of that company’s voting stock, the Commission said.

The SEC and its staff increased ownership standards for large corporations from 1% to 3%, and increased period of ownership of all sizes and shapes from one, to three years. Smallest companies, which will have this new rule set’s implementation delayed for the next three years so that the SEC can see its true effectiveness on the larger sect, could possibly see their ownership threshold decreased from 5%, to 3%.

At its Aug. 25 meeting, rule 14a-11 passed in a 3-2 vote. Commissioners Kathleen Casey and Troy Paredes voiced their reservations toward the updated regulation that in their words, issues a “one-size-fits-all” and “asymmetrical” approach to shareholder rights. Both explained that this was not the appropriate way to address and update the nearly 30-year old set of federal proxy rules.

Despite the disagreement amongst Commissioners, both small and large institutional investors, and their relative associations, told IMW that the revision should be addressed because it would make “[Corporate] boards more responsive to shareowners, more thoughtful about whom they nominate to serve as directors and more vigilant about their oversight responsibilities,” Ann Yerger, the executive director of the Council of Institutional Investors (CII), said.