Dear Executive Representative:  On 9/13, the FINRA Board of Governors discussed the non-binding proxy proposals that had been approved by a majority of firms.  After careful consideration, the Board instructed FINRA staff to take steps on the following proposals ... 

• Executive Compensation: FINRA will disclose compensation details for its 10 most highly compensated employees each year.  Compensation for 2009 will be reported in the audited annual financial report, scheduled for release later this week.  Beginning in 2011, a separate report on exec comp will be posted on FINRA's website.  FINRA will continue to report the direct and indirect compensation of a broader list of highly compensated officers on an annual basis in its Form 990.

• Investment Manager Disclosure:  Beginning with the release of its audited 2009 annual financial report, FINRA will publish the names of the money management firms that it hires to manage its portfolio.  FINRA will continue its practice of posting its annual financial report on our website each year.

• Regulatory Proposal Notification:  The Board carefully analyzed the proxy proposal with respect to having transcripts of all Board meetings made public and determined that such an action would significantly affect the candor of board discussions.  However, the Board recognized the desire by firms for more transparency after Board meetings.  To that end, FINRA will communicate to firms and publish on its website rulemaking items discussed and decisions the Board has reached on new rules.  The first such notification is included below and available on our website.

The Board's instructions to FINRA staff took into full consideration both the proposals' specific recommendations and their underlying call for greater transparency.  The Board's determination with regard to the proxy proposals also reflects its responsibility to ensure the integrity of its processes and deliberations, carry out its fiduciary obligations, and shield FINRA from undue external influence so that we can carry out our important mission of protecting investors.

With that in mind, and understanding that I don't speak for every Board member, let me set out the reasons why action was not taken on the other four proposals:   [ Continue Reading FINRA 9/28/10 Letter to Executive Reps ]