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SEC Targeting Directors for Executive Compensation Disclosures

                SEC to Address Reasons at Upcoming Conference

    SAN FRANCISCO, Oct. 7 /PRNewswire/ -- Many directors and lawyers advising
public companies have missed the significance to them of the SEC's enforcement
action against General Electric last month (September 23, 2004). In the cease-
and-desist order entered against GE, the SEC singled out the role of the
directors -- as well as lawyers -- for inadequate compensation-related proxy
disclosures.
    Coupled with the recent disclosure that the SEC is about to bring suit
against two employees who were responsible for misleading proxy disclosures
involving the CEO of Tyson Foods, it is now clear that the SEC is seriously
targeting those responsible for inadequate and misleading compensation-related
disclosures. The SEC Staff has sent a signal that it will be looking closely
this upcoming proxy season at companies' disclosures (and omissions -- as in
GE). This comes on the eve of the much-anticipated Disney trial -- where
personal liability for directors for executive compensation is at stake.
    To underscore the SEC's concern, Alan Beller, Director of the SEC's
Division of Corporation Finance, will be making an important address on
October 20 at a major conference, entitled "Executive Compensation: Meeting
the New Standards-What Every Compensation Committee Needs to Know-And Do-Now".
    At this conference, Mr. Beller will shed light on what the SEC Staff now
expects. In addition, the current and former Delaware Supreme Court Chief
Justices and Tyco Lead Director (and former Dupont Chair), Jack Krol, will
speak out on what they expect from boards.
    Below is selected list of the sessions for this critical conference.
Members of the media are invited to attend in person or via live webcast

    * What the Compensation Committee Should Be Doing Now
    * What is the Appropriate Amount of Compensation for CEOs
    * The Inside Scoop-Red Flags-Revealing Questions Directors Must Ask
    * What You Need to Know (And Haven't Been Told) about Perks, SERPs,
     Severance, Deferred Compensation, Surveys, Benchmarking, and more
    * Director Liability and New Responsibilities
    * What Now Needs to be Disclosed in the Proxy Statement
    * The New SEC and IRS Focus on Executive Compensation: What It Means For
     You

    For more information, go to CompensationStandards.com or contact Broc
Romanek 703-237-9222 or broc.romanek@thecorporatecounsel.net .


SOURCE Executive Press




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  • http://CompensationStandards.com
    CONTACT:
    Broc Romanek of Executive Press,
    +1-703-237-9222, broc.romanek@thecorporatecounsel.net