Compensation Consultants Are Focus of SEC Proposal

By Staff Report

Mar. 31, 2011

Publicly traded companies would have to disclose whether their compensation consultant’s work raises any conflict of interest under proposed rules approved March 30 by the SEC.

Under the proposal, companies would also have to disclose the nature of the conflict and how it is being addressed.

The proposed rules, adopted in a 5-0 vote, are required under a provision in the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Under the proposed rules, the New York Stock Exchange and other U.S. securities exchanges would have to adopt listing standards that would require each member of a company’s board of directors’ compensation committee to be independent. Factors to be considered for independence include whether the company pays any compensation or fee to a director or whether a director is affiliated with a company, a subsidiary or affiliate.

Also, compensation committees would have sole discretion in retaining a compensation consultant as well as have direct responsibility for paying and overseeing that consultant. The standards would require companies to pay for their committees’ use of compensation consultants.

Public comments on the proposed rules are due April 29.  

Filed by Barry B. Burr of Pensions & Investments, a sister publication of Workforce Management. To comment, email


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