Business Roundtable is an association of chief executive officers of leading U.S. companies working to promote a thriving economy and expanded opportunity for all Americans through sound public policy.
America’s business leaders have consistently called for a smarter, more effective approach to financial services regulation that targets systemic economic risks without limiting business creativity and innovation.
The requirement that a company disclose the ratio of its CEO’s compensation to that of its median employee is not only immaterial to investors, it also is both costly and harmful to companies, employees and investors.
Business Roundtable responds to a request from Securities and Exchange Commission for further information on the conflict minerals rule.
[The] proposed rules will disenfranchise shareholders, increase the costs of contested elections to the detriment of shareholder value, and further shift power and influence to shareholders driven by special interests and largely unregulated proxy advisory firms.
America’s business leaders have consistently called upon Congress and the Administration to adopt smarter, more effective approaches to financial services regulation that target systemic economic risks without limiting business creativity and innovation.
Our members believe that informative, clear and usable disclosures are essential to thriving capital markets and place a high value on modernizing and improving disclosures in a manner that continues to provide material information to investors. We agree that a “step-back” look aimed at improving our disclosure regime is appropriate. We are concerned that immaterial line-item disclosures and duplicative disclosure requirements both burden companies and do not provide investors with information necessary to make informed decisions.
We are concerned that the proposed rule, in its current form, is overly prescriptive, could create additional tax compliance difficulties for the individuals and institutions to which it applies, and would make U.S. financial institutions less globally competitive. The proposed rule will also make it difficult for the institutions that pump capital through the U.S. and global economies to attract top talent. In addition, the proposed rule will create burdensome record keeping and corporate governance requirements.
Business Roundtable believes that investors are entitled to the information necessary to make effective investment and voting decisions to advance a company’s long-term interests. Directors serve a vital role in overseeing a company’s business and management, and information relating to directors’ outside compensation arrangements is important to investors. Accordingly, we join NASDAQ’s call for enhanced transparency on this subject.
Business Roundtable supports NASDAQ’s efforts to require disclosure of third-party compensation for directors and director nominees.
The changes to ISS’s current overboarding policies are not warranted. Business Roundtable does not endorse a specific limit on the number of directorships an individual may hold. This question is best addressed by boards and their nominating/governance committees in accordance with procedures adopted to assess the circumstances of individual directors.
Business Roundtable objects to SEC’s proposed “compensation clawback” proposal because it unnecessarily exceeds the scope of the mandate set forth in the Dodd-Frank Act and because it is inflexible and unreasonably broad.
Business Roundtable recommends that the SEC not engage in rulemaking that would mandate additional audit committee disclosures. BRT raises concern that the contemplated mandated disclosure is too prescriptive, would have a counterproductive chilling effect on audit committee-auditor communications and fails to recognize the steps companies are voluntarily undertaking to enhance disclosure concerning the audit committee-auditor relationship.