Live! From Boca Raton at the Conference of Consulting Actuaries Annual Meeting! Last week I blogged on ISS' release of its draft policy positions for 2013. And the week before that I blogged on companies' increasing use of "realizable pay" figures in their proxy statements. Today I combine the threads.
ISS has proposed to add a "realizable pay" calculation as part of its qualitative analysis for large cap companies that it identifies as "high concern." If ISS does add "realizable pay" to its final policies (which are expected near the end of November), it may be advisable for every company to make this a calculation for the CEO (using the precise ISS definitions) as a part of its proxy preparation and good governance, even if the company is not a large cap company that ISS has identified as high concern. Companies also should explain this matter to their Compensation Committee (if they have not already done so) and mention it in their proxy statement.
As I noted previously, the SEC's primary concern about "realized pay" disclosures is that there is not a common definition for that term, which makes comparisons difficult for investors and (fears the SEC) potentially misleading. An ISS-created standard would solve that problem. Of course we cannot guarantee that ISS will include this in its final policies, or that the definitions and calculations it uses will be acceptable to all, but it might be wise to plan ahead for this.
On October 23, 1944, the Battle of Leyte Gulf began. The Battle of Leyte Gulf, generally considered to be the largest naval battle in history, actually included four major naval battles: the Battle of the Sibuyan Sea, the Battle of Surigao Strait, the Battle off Cape Engaño and the Battle off Samar. It was fought in waters near the Philippine islands of Leyte, Samar from 23–26 October 1944, between combined U.S. and Australian forces and the Imperial Japanese Navy (IJN). On 20 October, United States troops invaded the island of Leyte as part of a strategy aimed at isolating Japan from the countries it had occupied in South East Asia, and in particular depriving its forces and industry of vital oil supplies. The IJN mobilized nearly all of its remaining major naval vessels in an attempt to defeat the Allied invasion, but was repulsed by the U.S. Navy's 3rd and 7th Fleets. The IJN failed to achieve its objective, suffered very heavy losses, and never afterwards sailed to battle in comparable force. The majority of its surviving heavy ships, deprived of fuel, remained in their bases for the rest of the Pacific War. The Battle of Leyte Gulf is also notable as the first battle in which Japanese aircraft carried out organized kamikaze attacks. Historian James D. Hornfischer wrote an excellent account of the battle, Last of the Tin Can Sailors.