On June 20, 2012, the Securities and Exchange Commission (the “SEC”) published final rules (the “Compensation Rules”) requiring securities exchanges to change their listing standards with respect to compensation committee independence and authority, and requiring additional proxy statement disclosures regarding compensation consultants. The Compensation Rules implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as follows:
New Rule 10C-1 under the Exchange Act of 1934 directs US securities exchanges to adopt listing standards requiring listed companies’ compensation committees (1) to solely comprise independent directors based on consideration of certain factors, and (2) to have the authority to retain, oversee and pay compensation advisers, and to consider certain factors regarding the independence of the compensation advisers...
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