Executive Compensation

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IRS Notice 2007-49, Covered Employees Under Section 162(m)(3) (June 18, 2007) resource Agency Guidances Member contributionOCEG Reviewed
Section 162(m)(3) defines a “covered employee” as any employee of the taxpayer if, (A) as of the close of the taxable year, such employee is the chief executive officer of the taxpayer or is an individual acting in such a capacity, or (B) the total compensation of such employee for the taxable year is required to be reported to shareholders under the Securities Exchange Act of 1934 by reason of such employee being among the 4 highest compensated officers for the taxable year (other than the chief executive officer).
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Corporate Governance and Executive Compensation Provisions of the Dodd-Frank Act (July 2010) resource Articles OCEG Reviewed

Harvard Law School Forum on Corporate Governance and Financial Regulation (July 8, 2010)

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SEC, Final Rule - Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 resource National Regulations Member contributionOCEG Reviewed
The SEC adopted rules and amendments (effective March 3, 2003) requiring companies, other than registered investment companies, to include two new types of disclosures in their annual reports filed pursuant to the Securities Exchange Act of 1934.
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Sarbanes-Oxley Act of 2002, Public Law 107-204 resource National Laws Member contributionOCEG Reviewed
Official Title: To protect investors by improving the accuracy and reliability of corporate disclosures made pursuant to the securities laws, and for other purposes.
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Incentive-Based Compensation Arrangements, Proposed Rule (April 14, 2011) resource National Regulations OCEG Reviewed

SUMMARY: The OCC, Board, FDIC, OTS, NCUA, SEC, and FHFA (the Agencies) are proposing rules to implement section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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IRS to define severance pay plan, substantial risk of forfeiture under Code Sec. 457 (August 7, 2007) resource Articles Member contributionOCEG Reviewed
Code Sec. 457(f)(1) provides that compensation under a nonqualified deferred compensation plan subject to Code Sec. 457(f) is included in the gross income of the participant or beneficiary for the first taxable year in which there is no substantial risk of forfeiture of the rights to such compensation. The IRS anticipates that its guidance defining a substantial risk of forfeiture for purposes of Code Sec. 457(f)(3)(B) will be similar to the rules under Reg. §1.409A-1(d).
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Brief Summary of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 resource National Laws OCEG Reviewed

Summary in Brief of the Act by the Senate Banking Committee.

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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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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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CEO Compensation (April 2010, Rev. Nov. 2010) resource White Papers OCEG Reviewed

Abstract: This paper surveys the recent literature on CEO compensation. The rapid rise in CEO pay over the past 30 years has sparked an intense debate about the nature of the pay-setting process. Many view the high level of CEO compensation as the result of powerful managers setting their own pay.

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