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ARTICLE · 27 APRIL 2011

SEC Proposals For Compensation Committees And Compensation Advisers

Duane Morris LLP
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The SEC proposes to mandate that each of the national securities exchanges require each member of the compensation committee of a listed issuer, or any committee that performs similar functions, to be a member of the board of directors and also be "independent."

United StatesFinance and Banking
Duane Morris
Duane Morris
Michael Cohen
Michael Cohen
Darrick Mix
Darrick Mix
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The U.S. Securities and Exchange Commission (SEC) recently proposed rules.1:

  • Directing national securities exchanges to adopt new listing standards that will require listed issuers to:
    • have fully independent compensation committees under standards to be developed; and
    • authorize the compensation committee to retain its own compensation advisers and to appoint, compensate and direct the efforts of these advisers.
  • That would expand current disclosure requirements regarding compensation committee advisers and related conflicts of interest.

The rules will not be finalized until after the 2011 proxy season.

New Independence Requirements for Compensation Committee Members

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