Some of you companies out there have about a year before all hell breaks loose.
That's when the Securities and Exchange Commission's proposed executive compensation disclosure rules are expected to take effect. The new rules will require every public company to explain in a single, plain-English report the actual value of what they give their CEO, CFO, highest-paid executives and directors.
Disclosures resulting from the new rules will add fuel to rising public ire over the idea that top execs are paid a hundred times or more than the average worker -- and that many of these packages go to people who failed to build business or shareholder value. As New York Times columnist Joseph Nocera wrote, this next level of post-Enron forced transparency won't bode well for many of our nation's corporate citizens:
"… companies will have to disclose much more than just information about outsize salaries and bonuses. An estimated dollar value will be placed on obscene grants of stock options. The details of bloated retirement packages will be made public. And companies will have to list all the absurd perquisites that have accrued to chief executives in recent years - including the latest twist, the practice of having companies pay the boss's taxes. Nor will companies be able to bury this stuff in the proxy statement, as they've long done; it will all have to be put in one place, where it can be easily seen and understood.All in all, it's going to be a pretty sickening sight."
Corporate boards, lawyers and compensation consultants are pouring over the proposed SEC rule changes, which were published in January and are open for open public comment until April 10.
It's also time for human resources and various communications departments to start thinking how the new disclosures will potentially impact the company's business environment, workplace culture and corporate reputation:
Litigation bait -- Many attorneys predict a new wave of lawsuits and investigations. That's because the required compensation report will have to be "filed" with the SEC, rather than simply be "furnished" to shareholders. This distinction is important because it means compensation disclosure is now covered by securities laws that hold companies liable for making misleading statements.
Ego inflation -- Governance experts warn that the increased clarity could actually create an uproar in some executive suites, as high-power honchos become even more acutely aware of what their peers are making in salary, perks and severance packages.
Fear and loathing around the water cooler -- Some companies could face fallout from having to disclose the compensation of up to three employees who got paid more than the CEO, CFO and other top executives. The employees wouldn't be actually named -- creating either an entertaining office pool or a terrible distraction, depending on your point of view.
Pressure to do something -- Shareholder and governance reform groups will use the disclosures to publicly embarrass companies and pressure boards to cut executive pay packages. Others will push for stronger shareholder oversight, like being able to use a simple majority vote to oust directors who approve over-the-top pay packages.
Power to the agenda -- Labor organizers, anticorporate activists and political leaders will finally have easy-to-understand, indisputable data to use in mobilizing workers, retirees, communities, voters and other interest groups against corporate management. Web sites like the AFL-CIO's Executive Pay Watch will have more material to promote their mission of helping workers "learn of new jaw-dropping executive compensation packages that seemingly defy rational explanation." Reform-minded progressive blogs like Sirotablog, The Huffington Post and a gazillion anoymous employee sites are going to have a field day.
Fishbowl effect -- National business media like Fortune and Business Week will invigorate name-by-name coverage of executive pay packages, especially in comparing them to company performance. Even locally, the availability of plain-English disclosures will make reluctant celebrities out of the area's public company executives, as newspapers and talk show hosts chew on executive pay and perks in the way sports reporters dwell on the salaries of NFL quarterbacks.
The bottom line is this. We know the SEC rules will result in a lot of noise. Whether or not they create new crises for any particular corporation will depend greatly on how the board ensures compliance -- and how executive staffs realistically prepare for the coming turmoil in the arenas of public opinion.
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SEC press release: SEC Votes to Propose Changes to Disclosure Requirements Concerning Executive Compensation and Related Matters... [Link]
Forbes: New Rules, New Suits?... [Link]
Mercury News: New rules to clear the air on executive pay agreements... [Link]
Christian Science Monitor: A plan for fuller disclosure on CEO pay and perks... [Link]
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