Business Roundtable believes that investors are entitled to the information necessary to make effective investment and voting decisions to advance a company’s long-term interests. Directors serve a vital role in overseeing a company’s business and management, and information relating to directors’ outside compensation arrangements is important to investors. Accordingly, we join NASDAQ’s call for enhanced transparency on this subject.
or
March 17, 2016
Business Roundtable supports NASDAQ’s efforts to require disclosure of third-party compensation for directors and director nominees.
The changes to ISS’s current overboarding policies are not warranted. Business Roundtable does not endorse a specific limit on the number of directorships an individual may hold. This question is best addressed by boards and their nominating/governance committees in accordance with procedures adopted to assess the circumstances of individual directors.
Business Roundtable objects to SEC’s proposed “compensation clawback” proposal because it unnecessarily exceeds the scope of the mandate set forth in the Dodd-Frank Act and because it is inflexible and unreasonably broad.
September 8, 2015
Business Roundtable recommends that the SEC not engage in rulemaking that would mandate additional audit committee disclosures. BRT raises concern that the contemplated mandated disclosure is too prescriptive, would have a counterproductive chilling effect on audit committee-auditor communications and fails to recognize the steps companies are voluntarily undertaking to enhance disclosure concerning the audit committee-auditor relationship.
Business Roundtable expresses its continuing concern over ISS’s one-size-fits-all corporate governance policies. In this letter BRT focuses on adjustments to compensation metrics, standards for determining whether a company has adopted a proxy access proposal responsive to investor concerns and several other policies ISS is considering changing for the 2016 proxy season. BRT also took the opportunity to reiterate its long-standing position that all companies should be granted at least five business days to review ISS’s reports before they are provided to ISS clients.
A Business Roundtable comment letter raises questions about a recent SEC economic analysis concerning the CEO pay ratio rule and the analysis in the Commission’s consideration of the final rule. BRT also highlights the source of the extraordinary costs and burdens the proposed rule would place on companies and their shareholders and that the information garnered from the rule would be immaterial, if not misleading, to investors. Finally, the Dodd-Frank provision mandating pay ratio should be repealed and, if this proves unachievable, the letter recommends changes that could substantially decrease the proposed rule’s costs and burdens.
Today, most companies provide investors an explanation of the link between executive compensation and corporate performance. Naturally, this disclosure is tailored to each company’s unique circumstance. The Dodd-Frank Act requires the SEC to adopt rules that formalizes this disclosure. Unfortunately, the SEC missed an opportunity to propose a flexible rule that would leverage and build upon current disclosure practices. Instead, the SEC proposed a prescriptive, one-size-fits-all approach that would add to investor information overload through an increasing flood of immaterial information.
BRT believes that the “conflicting proposal” exclusion under the proxy rules and the SEC Staff’s longstanding interpretation of it remain appropriate in light of the purpose of the rule, the role of the board in corporate governance and the current proxy system.
Recognizing the importance of the SEC’s proposed rules for implementing the hedging disclosure provision in Dodd-Frank, Business Roundtable puts forth key necessary revisions to strengthen the final rules by, in part, ensuring that investors are not inundated with immaterial information.
As the SEC begins its Disclosure Effectiveness Initiative, Business Roundtable issues recommendations to help keep focus on the critical issues, such as maintaining materiality a the guiding principle for corporate disclosure, coordinating with other policy-makers and eliminating duplicative and outdated information.
Business Roundtable supports a pending petition before the SEC to begin rulemaking that would raise to a rational level the prior year voting thresholds a shareholder proposal would have to satisfy to be eligible for resubmission in the current year.