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The Securities Edge Securities Blog for Middle-Market Companies

Tag Archives: Independence

Nasdaq reverses course on compensation committee independence

Posted in Corporate Governance

Apparently, corporate governance cannot be dictated by the stock exchanges.  As we had blogged about last year, Section 952 of Dodd-Frank required each national securities exchange to review its independence standards for directors who serve on an issuer’s compensation committee.  Each national securities exchange had to ensure that its independence definition considered relevant factors such… Continue Reading

PCAOB proposal piling on more costs for public companies (again)

Posted in Accounting

The PCAOB’s recently proposed auditing standards aim to “provide investors and other financial statement users with potentially valuable information that investors have expressed interest in receiving but have not had access to in the past” by changing the standard auditor’s report and increasing the auditor’s responsibilities.  Sounds like a lofty goal, except that the information… Continue Reading

Will director compensation be the next target?

Posted in Compensation

Since 2007, executive compensation practices of public companies have been at the forefront of activist shareholders’ and shareholder rights groups’ agendas. Mandatory say-on-pay proposals, enhanced executive compensation disclosure, compensation committee and compensation consultant independence rules are just a few of the recent significant changes to the laws and regulations applicable to public companies in the… Continue Reading

Separating the positions of CEO and Chairman: The debate rages on

Posted in Corporate Governance

Are the CEO and the Chairman of the Board the same executive at your company?  While there can be very good reasons to have these positions held by the same person, the separation of these posts continues to be a hotly debated topic.  Since the early 1980s, much attention has been paid to corporate boards… Continue Reading

Proposed compensation committee independence rules will impact some issuers more than others

Posted in Corporate Governance

Issuers listed on the NYSE or Nasdaq should pay close attention to the rules proposed by the exchanges last week because the proposed rules will impact compensation committees; however, the impact may be a “tale of two exchanges” because the impact is more significant to Nasdaq-listed companies.  As you may recall, Congress included several provisions… Continue Reading

Are your compensation committee members independent?

Posted in Compensation

Compensation committees remain on the hot seat.  Stemming from the Dodd-Frank Act, the SEC has adopted rules directing each national securities exchange to require companies with listed equity securities to comply with new compensation committee and compensation advisor requirements. Among other things, these new rules require national securities exchanges to implement listing standards that require… Continue Reading

NASDAQ aims to ease indepedence rules, offer limited relief to issuers

Posted in Corporate Governance

Issuers who would not otherwise meet the NASDAQ independence rules may now breathe (a small) sigh of relief. On May 30, the SEC published notice of NASDAQ’s proposed change to Listing Rule 5605. Generally, Rule 5605 requires issuers to maintain an “independent” audit, compensation, and nominating committees. There is an exception to the independence rules… Continue Reading

SEC Adopts New Rules Concerning Use of Compensation Consultants and Conflicts of Interest

Posted in Compensation

 Last week, the SEC proposed new rules required by Section 952 of Dodd-Frank Act.  Under the proposal, compensation committees may engage a compensation consultant or other advisor, including legal counsel, only after taking into consideration the following factors, and any other factors determined by the national securities exchanges: 1) provision of other services to the… Continue Reading

National Securities Exchanges to Adopt New Listing Standards to Ensure Independence of Compensation Committees

Posted in Compensation

Last Wednesday, the SEC proposed new rules required by Section 952 of Dodd-Frank Act.  Under the proposal, each national securities exchange will be required to adopt new listing standards to prohibit the listing of any issuer that is not in compliance with the exchange’s independence requirements for compensation committees.  While compensation committees will need to… Continue Reading