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It is their job, not the government's, to determine how best to align executive compensation with corporation performance, to determine the appropriate levels of executive pay, and to decide on the metrics for determining it.
Our job is to ensure that investors have available to them all of the compensation information they need, presented in a clear and understandable form that they can use.
And that means that while it is up to the Boards of Directors to decide how much to pay the CEO, without artificial restrictions, companies will have to disclose a clear explanation of how they arrived at both the amount and the measurement.
The rule changes before us would require a new Compensation Discussion and Analysis section to replace the Compensation Committee Report and performance graph. This will provide both an obligation and an opportunity for a company to explain its compensation policies.
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