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It's Unanimous: SEC Proposes Compensation Disclosures for Listed Companies

March 30, 2011

The SEC voted unanimously to propose rules directing the national securities exchanges to adopt certain listing standards related to the compensation committee of a company’s board of directors as well as its compensation advisers - as required by Dodd-Frank. Comments are due by 4/29/11]

As proposed, new disclosures would be required from companies concerning their use of compensation consultants and conflicts of interest.  In particular, the proposal would require "listing standards" to address the independence of the members on a compensation committee, the committee’s authority to retain compensation advisers, and the committee’s responsibility for the appointment, payment and work of any compensation adviser.  Listed companies would have to meet such listing standards on a go forward basis - i.e., to continue trading on that exchange.  

Once an exchange’s new listing standards are in effect, a listed company must meet these standards in order for its shares to continue trading on that exchange.  

For further details, including the RULE FACT SHEET, go to:   [SEC Release 11-78, 3/30/11]