If ever there was another bill besides Obama DeathCare and Cap & Tax that needs to be defeated in the Senate, H.R. 3269 would be it. If ever there was a time to keep government and business separate; now would be that time.
Not only does it control the pay and bonuses for employees of all financial institutions with assets over $1 Billion, (stop your bitchin’ – you want to continue to be a capitalist country or what?), but puts total control of what equity securities these institutions can actually deal with in the government’s hands. If the Fed doesn’t like it, it won’t be approved for listing.
I started this post on Tuesday, 7.28.09 and because of recent events, it was put on hold until this morning. Unfortunately for all of us, the bill, H.R. 3269 which was the centerpiece of this post, was passed yesterday in the House and there are more goodies in it than the MSM is reporting. Also, considering the new software AP is using, bloggers that link to their stories are only asking for even more stress in their lives.
H.R.3269 : To amend the Securities Exchange Act of 1934 to provide shareholders with an advisory vote on executive compensation and to prevent perverse incentives in the compensation practices of financial institutions.
The House of Representatives on Friday overwhelmingly passed a bill aimed at curbing Wall Street pay packages that have stoked public outrage during the worst recession since the 1930s.
Supporters of the bill, which passed by a vote of 237-185, say that excessive executive compensation practices have led to reckless risk-taking on Wall Street and contributed to the recent global credit crisis.
Financial Services Committee Chairman Barney Frank, who sponsored the bill, called it “an important step toward the comprehensive financial reform we need.”
“The question of compensation amounts will now be in the hands of shareholders and the question of systemic risk will be in the hands of the government,” the Massachusetts Democrat said.
Barney is only half right in that last statement. The question of the compensation IS NOT in the hands of the shareholders because it is a NON-BINDING vote. This bill’s language was written to cover other power grabs.
Under the House measure, financial institutions with assets of less than $1 billion would be exempt from the bill’s incentive-based compensation disclosure requirements and related pay oversight.
Sixteen Democrats crossed party lines and voted against the measure. Only two Republicans voted yes: Reps. John J. “Jimmy” Duncan Jr. of Tennessee and Tim Murphy of Pennsylvania.
Remember these two Republican’s names. There are a few items left out of this article that can be found on Yahoo News; ‘House votes to clamp limits on Wall Street bonuses’, (but it’s AP), like the fact that this legislation applies even to financial institutions that weren’t bailed out, and that Barney’s feathers got a bit ruffled when it was implied that this bill was even farther left of Bambi’s marketed image.
As always, bold, color, and parenthases are my emphasis and comments.
SEC. 2. SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION DISCLOSURES.
Section 14 of the Securities Exchange Act of 1934 (15 U.S.C. 78n) is amended by adding at the end the following new subsection:
‘(i) Annual Shareholder Approval of Executive Compensation-
‘(1) ANNUAL VOTE- Any proxy or consent or authorization (the solicitation of which is subject to the rules of the Commission pursuant to subsection (a)) for an annual meeting of the shareholders to elect directors (or a special meeting in lieu of such meeting) where proxies are solicited in respect of any security registered under section 12 occurring on or after the date that is 6 months after the date on which final rules are issued under paragraph (4), shall provide for a separate shareholder vote to approve the compensation of executives as disclosed pursuant to the Commission’s compensation disclosure rules for named executive officers (which disclosure shall include the compensation committee report, the compensation discussion and analysis, the compensation tables, and any related materials, to the extent required by such rules). The shareholder vote shall not be binding on the issuer or the board of directors and shall not be construed as overruling a decision by such board, nor to create or imply any additional fiduciary duty by such board, nor shall such vote be construed to restrict or limit the ability of shareholders to make proposals for inclusion in such proxy materials related to executive compensation.
‘(2) SHAREHOLDER APPROVAL OF GOLDEN PARACHUTE COMPENSATION-
‘(A) DISCLOSURE- In any proxy or consent solicitation material (the solicitation of which is subject to the rules of the Commission pursuant to subsection (a)) for a meeting of the shareholders occurring on or after the date that is 6 months after the date on which final rules are issued under paragraph (4), at which shareholders are asked to approve an acquisition, merger, consolidation, or proposed sale or other disposition of all or substantially all the assets of an issuer, the person making such solicitation shall disclose in the proxy or consent solicitation material, in a clear and simple form in accordance with regulations to be promulgated by the Commission, any agreements or understandings that such person has with any named executive officers of such issuer (or of the acquiring issuer, if such issuer is not the acquiring issuer) concerning any type of compensation (whether present, deferred, or contingent) that is based on or otherwise relates to the acquisition, merger, consolidation, sale, or other disposition of all or substantially all of the assets of the issuer and the aggregate total of all such compensation that may (and the conditions upon which it may) be paid or become payable to or on behalf of such executive officer.
‘(B) SHAREHOLDER APPROVAL- Any proxy or consent or authorization relating to the proxy or consent solicitation material containing the disclosure required by subparagraph (A) shall provide for a separate shareholder vote to approve such agreements or understandings and compensation as disclosed, unless such agreements or understandings have been subject to a shareholder vote under paragraph (1). A vote by the shareholders shall not be binding on the issuer or the board of directors of the issuer or the person making the solicitation and shall not be construed as overruling a decision by any such person or issuer, nor to create or imply any additional fiduciary duty by any such person or issuer.
But it gets better:
‘SEC. 10B. STANDARDS RELATING TO COMPENSATION COMMITTEES.
‘(a) Commission Rules-
‘(1) IN GENERAL- Effective not later than 9 months after the date of enactment of the Corporate and Financial Institution Compensation Fairness Act of 2009, the Commission shall, by rule, direct the national securities exchanges and national securities associations to prohibit the listing of any class of equity security of an issuer that is not in compliance with the requirements of any portion of subsections (b) through (f).
‘(2) OPPORTUNITY TO CURE DEFECTS- The rules of the Commission under paragraph (1) shall provide for appropriate procedures for an issuer to have an opportunity to cure any defects that would be the basis for a prohibition under paragraph (1) before the imposition of such prohibition.
‘(3) EXEMPTION AUTHORITY- The Commission may exempt certain categories of issuers from the requirements of subsections (b) through (f), where appropriate in view of the purpose of this section. In determining appropriate exemptions, the Commission shall take into account, among other considerations, the potential impact on smaller reporting issuers. (Like who? Goldmans Sachs, etc.)
SEC. 4. ENHANCED COMPENSATION STRUCTURE REPORTING TO REDUCE PERVERSE INCENTIVES.
(a) Enhanced Disclosure and Reporting of Compensation Arrangements-
(1) IN GENERAL- Not later than 9 months after the date of enactment of this Act, the appropriate Federal regulators jointly shall prescribe regulations to require each covered financial institution to disclose to the appropriate Federal regulator the structures of all incentive-based compensation arrangements offered by such covered financial institutions sufficient to determine whether the compensation structure–
(A) is aligned with sound risk management;
(B) is structured to account for the time horizon of risks; and
(C) meets such other criteria as the appropriate Federal regulators jointly may determine to be appropriate to reduce unreasonable incentives offered by such institutions for employees to take undue risks that–
(i) could threaten the safety and soundness of covered financial institutions; or
(ii) could have serious adverse effects on economic conditions or financial stability.
(2) RULES OF CONSTRUCTION- Nothing in this subsection shall be construed as requiring the reporting of the actual compensation of particular individuals. Nothing in this subsection shall be construed to require a covered financial institution that does not have an incentive-based payment arrangement to make the disclosures required under this subsection.
(b) Prohibition on Certain Compensation Arrangements- Not later than 9 months after the date of enactment of this Act, and taking into account the factors described in subparagraphs (A), (B), and (C) of subsection (a)(1), the appropriate Federal regulators shall jointly prescribe regulations that prohibit any incentive-based payment arrangement, or any feature of any such arrangement, that the regulators determine encourages inappropriate risks by covered financial institutions that–
(1) could threaten the safety and soundness of covered financial institutions; or
(2) could have serious adverse effects on economic conditions or financial stability.
(c) Enforcement- The provisions of this section shall be enforced under section 505 of the Gramm-Leach-Bliley Act and, for purposes of such section, a violation of this section shall be treated as a violation of subtitle A of title V of such Act.
(d) Definitions- As used in this section–
(1) the term ‘appropriate Federal regulator’ means–
(A) the Board of Governors of the Federal Reserve System;
(B) the Office of the Comptroller of the Currency;
(C) the Board of Directors of the Federal Deposit Insurance Corporation;
(D) the Director of the Office of Thrift Supervision;
(E) the National Credit Union Administration Board;
(F) the Securities and Exchange Commission; and
(G) the Federal Housing Finance Agency; and
(2) the term ‘covered financial institution’ means–
(A) a depository institution or depository institution holding company, as such terms are defined in section 3 of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(B) a broker-dealer registered under section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o);
(C) a credit union, as described in section 19(b)(1)(A)(iv) of the Federal Reserve Act;
(D) an investment advisor, as such term is defined in section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80b-2(a)(11));
(E) the Federal National Mortgage Association;
(F) the Federal Home Loan Mortgage Corporation; and
(G) any other financial institution that the appropriate Federal regulators, jointly, by rule, determine should be treated as a covered financial institution for purposes of this section.
(e) Exemption for Certain Financial Institutions- The requirements of this section shall not apply to covered financial institutions with assets of less than $1,000,000,000. (So keep your company small)
This isn’t the only bill that Barney has thrown out into the ring in the last couple weeks. Barney has been a very busy boy introducing new and improved powergrabs interesting legislation. If you want to check out his page; go here.