SEC Approves NYSE and NASDAQ Rules on Compensation Committees and Advisers

By: Craig D. Miller
– Westlaw Journal Securities Litigation & Regulation

The Securities and Exchange Commission has approved new listing requirements promulgated by the New York Stock Exchange and the Nasdaq Stock Market relating to the composition of and oversight by compensation committees. The listing requirements, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, impose new obligations for compensation committees in connection with the retention and oversight of compensation committee advisers. The rules also revise the independence criteria for compensation committee members themselves.

Public companies must focus on two specific compliance dates in connection with evaluation of the new rules:

• July 1, 2013 -- the date for compliance with the new rules relating to compensation, committee adviser independence and adoption of any required compensation committee charter amendments; and

• The date of the first annual meeting after Jan. 15, 2014, or Oct.31, 2014 - the date for compliance with the new rules relating to compensation committee members meeting the appropriate independence requirements after review of any conflicts of interest.

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