On July 16, the U.S. Treasury Department delivered draft legislation to Congress that would create stringent requirements for the compensation committees of issuers that are listed on national securities exchanges. As proposed, the legislation would require that each director serving on a compensation committee not be an affiliate of the issuer or accept any consulting or advisory fee of any kind from the issuer, similar to the Sarbanes-Oxley Act requirements imposed on audit committee members. Compensation committees would also be granted the authority and funding to retain and oversee independent compensation consultants and legal advisors. The legislation would require such outside compensation consultants or legal advisors to meet independence standards promulgated by the Securities and Exchange Commission. Finally, issuers would be required to disclose in their proxy and soliciting materials whether their compensation committees have retained independent compensation consultants and, if not, the reason for failing to do so.
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Treasury Department proposes new compensation committee standards
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