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NYSE Proposes Comp Committee Independence Standards, Private Firms Can Benefit From Having a Board of Directors, & Proxy Advisors and the Institutional Investor | September 2012

This month's L-Blast is somewhat eclectic in that it has topics for just about anyone and everyone. First, on the public side, we have BREAKING information from the NYSE on the independence of board members and their advisors. The SEC punted regulatory matters to the exchanges, leaving them in charge of how to define independence. While this is just one of 100 mandates within Dodd-Frank, it is interesting that the SEC has now come out to admit that it cannot maintain the original schedule to implement all mandates on time. We will continue to wait and see more from Dodd-Frank, just not delivered on a scheduled time frame.

Our second article deals with a question we get asked at least once a month from private companies we serve: "Do we need a Board?" I for one have always thought it is wise, and this article does a very good job of laying out why.

Our last article is aimed at the public companies out there as they start to prepare for next year's CD&A and proxies — specifically how to work with proxy advisory firms on negativity you may be getting from them on Say on Pay.

We hope your year is wrapping up well for all of you. The election is nearly a month away, so don't forget to get out and vote!

NYSE's Comp Committee Independence Standards
by Mark Borges
Earlier today (September 25, 2012), the New York Stock Exchange filed with the SEC its proposed changes to its listing standards to comply with the requirements of Exchange Act Rule 10C-1, the rule that the SEC adopted in June to begin the implementation of the compensation committee and committee adviser independence requirements of Section 952 of the Dodd-Frank Act. Here's a link to the filing package as proposed on the NYSE's web site.

Private Firms Can Benefit From Having a Board of Directors
by James S. Cassel of Cassel Salpeter & Co., LLC
A growing number of private companies are establishing boards of directors with independent members after seeing the many benefits, which include enhanced corporate governance similar to public companies as well as easy access to good advice, contributing to their peers' performance. Without doubt, privately owned companies and family owned businesses large and small would be wise to follow suit, as the right mix of board members can add tremendous value in terms of deepening a company’s perspective, heightening its credibility and sharpening its competitive edge.

Proxy Advisors and the Institutional Investor
by Ian Keas & Brent Longnecker of Longnecker & Associates
The time of year when companies begin work on drafting their respective versions of the "Compensation Discussion and Analysis" (CD&A) is here or nearing, which will contain effective disclosures on compensation programs. As companies prepare their CD&A’s, proxy advisory firms are gearing up for another season of Say-On-Pay voting recommendations. Proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis are growing in influence as it relates to companies passing their Say-On-Pay proposals.



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