Would Companies Drop Compensation Committees to Evade SEC Rule?-

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Would Companies Drop Compensation Committees to Evade SEC Rule?- Financial reform this week

by: Julie Vorman of Center for Public Integrity -

Monday, May 16, 2011

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Your guide to Dodd-Frank law deadlines, hearings and related events for the week of May 16

Thursday is the deadline to offer suggestions on the Securities and Exchange Commission's plan to require publicly-traded companies to disclose possible conflicts of interest for board members and for consultants hired to set top executives' pay.

The SEC proposal has been applauded by pro-investor groups who worry that compensation consultants may be tempted to recommend higher pay packages for executives as a way to win other kinds of business from a company.

Under the proposal, every member of a company's compensation committee would be required to be an independent member of the board of directors. When the plan was announced in March, SEC Commissioner Luis Aguilar said he supported it but questioned whether the rule might prompt some companies to dissolve their compensation committees and assign another board group to set pay issues.

"If various companies don’t have compensation committees, it could harm both shareholders and companies," Aguilar said. "Shareholders would have the additional burden of continually monitoring how a particular company is making compensation decisions. And companies complying with the rules may find themselves at a competitive disadvantage. Neither of these results is appropriate but they are a possibility under the proposal."

Other Congressional hearings, rulemaking deadlines and events related to the Dodd-Frank financial reform law this week:

Monday, May 16

Interest on bank deposits - Deadline for public comments on the Federal Deposit Insurance Corp.'s proposal to repeal a ban on paying interest on demand deposits at banks.

Bank call reports - Deadline for public comments on the Federal Reserve's proposal to revise banks' quarterly "call reports". Changes would include requiring banks to report average consolidated total assets, the averaging method used for assets, and the amount of long-term unsecured debt from other banks. Banks would also have to submit new data about subprime consumer loans, nontraditional mortgage loans, leveraged loans, the top 20 counterparty exposures, and the largest single counterparty exposure.

Tuesday, May 17

JPMorgan shareholders meeting - New York-based JPMorgan Chase holds its annual shareholders meeting in Columbus, Ohio. Begins 1000 ET and will be webcast here.

Disruptive trading - Deadline for public comments to the Commodity Futures Trading Commission on its guidance about anti-disruptive practices.

Wednesday, May 18

Morgan Stanley shareholders meeting - Morgan Stanley holds its annual shareholders meeting in Purchase, N.Y.

Credit rating rules - Securities and Exchange Commission meets to propose new rules for credit rating organizations, providers of due diligence for asset-backed securities, and issuers and underwriters of asset-backed securities. Meeting begins at 1000 ET.

Securitization - Senate Banking subcommittee holds hearing on the state of securitization in financial markets. Testifying will be representatives from Duke law school, American Securitization Forum, Redwood Trust, Commercial Real estate Finance Council, and Association of Mortgage Investors.Begins at 0930 ET and will be webcast on committee site.

Thursday, May 19

Market utilities - Deadline for public comments on the Fed's proposed financial market utilities rule.

Executive pay - Deadline for public comments on the Securities and Exchange Commission's proposal that would require a publicly traded company's compensation committee to be made up of independent members. The proposal would also require disclosures of the use the compensation consultants and any conflicts of interest .