Issues for Compensation Committees to Consider

In response to new SEC and stock exchange rules, Compensation Committees at most public companies must: (i) ensure that their Committee charter incorporates any changes required as of July 1, 2013; (ii) review, evaluate and disclose whether a Compensation Consultant has a conflict of interest, and if so, the nature of such conflict and how it is being addressed; and (iii) consider the independence of any Compensation Adviser prior to selecting or receiving advice from such Adviser. These changes have been adopted to meet requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in 2010. Certain controlled companies and smaller reporting companies are exempt from the new requirements.

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