Shearman & Sterling LLP Introduction | 3
Introduction
Regulatory developments did, however, have some impact on this year's Survey results. In particular, on
December 16, 2009, the Securities and Exchange Commission (the "SEC" ) amended its proxy disclosure
rules relating to executive compensation to require disclosure regarding:
The amended SEC rules also mandate new or expanded disclosure on other topics related to corporate
governance, including the board's role in risk management, the board's leadership structure, and director and
nominee disclosure (including how the company considers diversity in the nomination process) — all of which
are discussed in our companion survey.
The period covered by this Survey straddles the February 28, 2010 effective date of the revised SEC disclosure
rules, but the majority of companies surveyed — 80 of the Top 100 Companies — filed their proxy statements
after the new disclosure requirements became effective. As discussed throughout this Survey, the Dodd-Frank
Wall Street Reform and Consumer Protection Act (the "Reform Act" ) was signed into law by President Obama
on July 21, 2010. The Reform Act addresses a number of issues included in this Survey (including say-on-pay,
clawbacks and compensation consultant independence) and will likely change practices at all public
companies in the future.
The relationship of compensation
policies to risk
Compensation consultant
independence
The reporting of stock options
and other equity awards
