Business Roundtable is an association of chief executive officers of leading U.S. companies working to promote a thriving economy and expanded opportunity for all Americans through sound public policy.
U.S. corporations employ millions of American workers, create opportunity for employees and shareholders, drive innovation, improve the lives of consumers, and provide health care and other benefits to American families. The way corporations are governed directly affects the well-being of employees, shareholders and consumers.
Business Roundtable advocates for corporate governance policies that help create long-term value, advance the economic interests of workers, shareholders and consumers, and uphold the highest ethical standards.
Recent Activities in Corporate Governance
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.
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.