RiskMetrics recently issued three frequently asked questions and answers relating to the SEC’s new proxy disclosure enhancements. Specifically, these frequently asked questions and answers:

  • clarify that while RiskMetrics does not have a policy regarding a company’s non-disclosure with respect to the new disclosure requirement on risks raised by compensation programs, RiskMetrics is advising issuers to, at a minimum, disclose their process and any mitigating features, such as claw-backs or bonus banks, that they have adopted
  • state that RiskMetrics will not be applying formulas or any specific policy with respect to compensation consultant fees; after the 2010 proxy season, RiskMetrics will develop any policy guidelines it believes are warranted in consultation with its clients
  • confirm that there are no policy changes related to director elections in 2010 as a result of the new disclosure requirements related to director qualifications, diversity policies, board leadership and oversight of risk management; RiskMetrics may, however, consider this information in its overall evaluations, as it determines is warranted; additionally, RiskMetrics may incorporate any meaningful information into its analysis of related shareholder proposals