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Jane Harman on CorporationsDemocratic Representative (CA-36) |
Corporate and Financial Institution Compensation Fairness Act: Amends the Securities Exchange Act to require that any proxy for an annual shareholders meeting provide for a separate shareholder vote to approve executive compensation for named executive officers. The shareholder vote shall not be:
Proponent's argument to vote Yes:Rep. BARNEY FRANK (D, MA-4): The amount of wages is irrelevant to the SEC. What this bill explicitly aims at is the practice whereby people are given bonuses that pay off if the gamble pays off, but don't lose you anything if it doesn't. That is, there is a wide consensus that this incentivizes excessive risk.
Opponent's argument to vote No:Rep. SPENCER BACHUS (R, AL-6): True, the first 6 pages of the bill give the owners, the shareholders, a non-binding vote on the pay of top executives. But then come the next 8 pages, the switch, which gives the regulators the power to decide appropriate compensation for not only just top executives but for all employees of all financial institutions above $1 billion in assets and all without regard for the shareholders' prior approval. So under the guise of empowering shareholders, it is, in fact, the government that is empowered. And, finally, on page 15, the bill designates those same government entities which regulated AIG, Countrywide, and collectively failed to prevent the worst financial calamity since the Great Depression. This bill continues the Democrat majority's tendency to go to the default solution for every problem: create a government bureaucracy to make decisions better left to private citizens and private corporations.
Proponents support voting YES because:
We should not deprive the public, the stockholders, from being able to do anything meaningful once they find out about scandalous levels of executive compensation or board compensation. Everyone talks about the corporate board as the remedy. But the board is often a part of the problem, being paid huge amounts of money for showing up once or twice a year at meetings.
Give the stockholders a meaningful remedy. Once you get the mandatory disclosure put in place by previous legislation, we are saying the stockholders should be allowed to have a referendum on that and not have a runaround by the board.
Opponents support voting NO because:
This vote is based on mischaracterization--it is an unnecessary amendment. The opportunity for these kinds of votes already exists within the structure of corporate governance right now. A good company from Georgia, AFLAC, went ahead and already has these nonbinding shareholder votes. But there is a difference between having individuals in the private sector, shareholders and individuals outside of the mandating of government to have it occur and have government come in with its heavy hand and say, this is exactly what you need to do because we know best. Our constituents know better how to act and how to relate to corporations than Washington.
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