SEC Adopts Dodd-Frank Compensation Committee Rules

Rules require new listing standards regarding independence of compensation committee members and their advisers

On June 20, 2012 the SEC issued final rules, mandated by the Dodd-Frank Act, dealing with compensation committees and compensation consultants. As contemplated by the Dodd-Frank Act, some of the new provisions require the stock exchanges to adopt new listing standards (added as new Exchange Act Rule 10C-1) and others are new disclosure requirements under the proxy rules (added to Item 407(e) of Regulation S-K).

Timing. The exchanges are required to file proposed changes in their listing standards to comply with these rules no later than 90 days after the final SEC rules are published in the Federal Register, and are required to adopt final listing standards no later than one year after the SEC rules are published. The new disclosure rule applies to any proxy or information statement for an annual meeting of shareholders occurring on or after January 1,