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.
Business Roundtable appreciates the opportunity to comment on the Securities and Exchange Commission’s (the “Commission” or “SEC”) proposed rule—FAST Act Modernization and Simplification of Regulation S-K (the “Proposed Rule”).
On behalf of the CEO members of Business Roundtable, we appreciate the opportunity to provide our comments on the Core Principles for Regulating the U.S. Financial System outlined in Executive Order 13772.
We believe constructive shareholder engagement is vital to the successful operation of public companies. The importance of this relationship drives the need for a shareholder proposal process that is robust, productive and oriented toward long-term value creation for all shareholders. That is not the case today.
Business Roundtable believes the CEO pay ratio rule should be changed to exclude employees located outside of the United States in determining the median employee. Doing so would create a more consistent common denominator in the many variables that exist in formulating the ratio. In addition, BRT suggests that non-full time employees be exempt from the rule to provide some protection against distorted results.
America’s business leaders have consistently called for a smarter, more effective approach to financial services regulation that targets systemic economic risks without limiting business creativity and innovation.
The requirement that a company disclose the ratio of its CEO’s compensation to that of its median employee is not only immaterial to investors, it also is both costly and harmful to companies, employees and investors.
Business Roundtable responds to a request from Securities and Exchange Commission for further information on the conflict minerals rule.
[The] proposed rules will disenfranchise shareholders, increase the costs of contested elections to the detriment of shareholder value, and further shift power and influence to shareholders driven by special interests and largely unregulated proxy advisory firms.
America’s business leaders have consistently called upon Congress and the Administration to adopt smarter, more effective approaches to financial services regulation that target systemic economic risks without limiting business creativity and innovation.
Our members believe that informative, clear and usable disclosures are essential to thriving capital markets and place a high value on modernizing and improving disclosures in a manner that continues to provide material information to investors. We agree that a “step-back” look aimed at improving our disclosure regime is appropriate. We are concerned that immaterial line-item disclosures and duplicative disclosure requirements both burden companies and do not provide investors with information necessary to make informed decisions.
We are concerned that the proposed rule, in its current form, is overly prescriptive, could create additional tax compliance difficulties for the individuals and institutions to which it applies, and would make U.S. financial institutions less globally competitive. The proposed rule will also make it difficult for the institutions that pump capital through the U.S. and global economies to attract top talent. In addition, the proposed rule will create burdensome record keeping and corporate governance requirements.