Say on Pay

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Five 'Say-on-Pay' Lessons (July 2011) resource Articles OCEG Reviewed

The first proxy season since the Dodd-Frank say-on-pay compensation provision took effect has completed. This articles takes a look at the reviews and actions of the season and sets out five "lessons" on executive compensation, each discussing various aspects of 'say-on-pay' policy and compliance.

Business Week, July 29, 2011

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SEC, Shareholder Approval of Executive Compensation and Golden Parachute Compensation (Final Rule, 2011) resource National Regulations OCEG Reviewed

Summary: The SEC is adopting amendments to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation and “golden parachute” compensation arrangements.

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SEC Adopts Rules for Say-on-Pay and Golden Parachute Compensation as Required Under Dodd-Frank Act (January 2011) resource Articles OCEG Reviewed

Jan. 25, 2011 — The Securities and Exchange Commission adopted rules concerning shareholder approval of executive compensation and "golden parachute" compensation arrangements as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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SEC, Proposed Rule: Shareholder Approval of Executive Compensation and Golden Parachute Compensation (2010) resource National Regulations OCEG Reviewed

Summary: We are proposing amendments to our rules to implement the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act relating to shareholder approval of executive compensation and ‘‘golden parachute’’ compensation arrangements.

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SEC Issues Proposed Rules on Say-on-Pay Voting and Disclosures (2010) resource Articles OCEG Reviewed

Summary: On October 18, 2010, the Securities and Exchange Commission issued proposed rules implementing the say-on-pay provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The proposed rules clear up many issues on say-on-pay left unanswered by the Reform Act and expand issuer disclosure obligations in ways not required by the Act.

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Objectives Of The Dodd-Frank Act (November 2010) resource Articles OCEG Reviewed

Introduction: President Barack Obama signed the Dodd-Frank Act into law on 21 July 2010. The main objective of the Act is to avert a repeat of the 2008 financial crisis by making financial institutions more accountable for their actions and by enhancing oversight of the industry to detect and prevent systemic risk before it reaches crisis level.

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Executive Compensation and the Wall Street Reform and Consumer Protection Act (Littler, July 2010) resource Articles OCEG Reviewed

Introduction: On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (H.R.

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Implementation of the Wall Street and Consumer Protection Act: Deadlines Created by the Statute for Select Regulatory Milestones resource Agency Web Sites OCEG Reviewed

A breakdown of the regulatory implementation schedule as required by the Wall Street and Consumer Protection Act.  Posted at Financial Stability.gov.

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Dodd-Frank Act mandates new corporate governance and executive compensation requirements (July 2010) resource Articles OCEG Reviewed

Introduction: On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). In addition to changes affecting financial service companies, the Act includes a number of corporate governance and executive compensation provisions that apply to all publicly traded companies (subject to exemptions for smaller issuers).

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