Governance & Compliance Insider

SEC Releases Proposed Rules on Incentive-Based Compensation for Investment Advisers and Registered Broker Dealers

Cam C. Hoang

The SEC has issued its proposed rules on incentive-based compensation for investment advisers and registered broker dealers: Comments are due by July 22, 2016.  The rules are part of a joint interagency rulemaking required by Dodd-Frank Act Section 956, which directs the agencies to prohibit incentive-based compensation arrangements that encourage inappropriate risk-taking: (1) by providing an executive officer, employee, director, or principal shareholder of the...

SEC Issues Guidance to Tighten Use of Non-GAAP Financial Measures

Kimberley R. Anderson

Many companies rely on non-GAAP financial measures to help explain company performance. The SEC is paying attention to the use of non-GAAP numbers and has provided more guidance to issuers. See our summary here:

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

Cam C. Hoang

Investors are making board refreshment a priority issue – they and companies are thinking creatively about term limits and other tools for board refreshment, as reported in this memo, which also provides a summary of current investor policies on director tenure:

Companies Accelerate Adoption of Proxy Access as SEC Continues to Grant No-Action Relief

Cam C. Hoang

Proxy access adoption has accelerated through the current proxy season.  According to the Office of the New York City Comptroller,as of April 2016, more than 210 companies had adopted proxy access bylaws, many in response to shareholder demands. Read Dorsey’s eUpdate for further information: