New Securities and Exchange Commission rules now require public companies to disclose risks arising from their compensation policies and practices for both executives and non-executive officers, to the extent these risks are reasonably likely to have a material adverse affect.
Meanwhile, public anger over bonuses to executives of bailed-out banks shows no sign of debating. That means executive compensation is likely to remain in the spotlight.
So it's timely that The Corporate Executive Board, a best practices research firm, has put together a 12-question checklist to enable a company to evaluate its executive compensation strategy and disclosure documents to assess its risk for external scrutiny. Here are its questions:
Did your organization accept government funds during the past year?
Was your executive team paid more this year than last year, despite poorer absolute corporate performance (if applicable)?
Did your compensation committee make a discretionary revision to the compensation plan that pays executives a bonus, alters stock options strike prices, or provides for some other non-standard compensation vehicle?
Did your named executives benefit from perquisites this year while staff was laid off?
Did you benchmark your executive compensation against peers that seem inappropriate at first glance (e.g., the companies in your group that are much larger than your own or compete for executive talent in different geographies)?
Did your compensation consultant also collect fees for advising you on other areas of your business?
Is your executive compensation strategy sufficiently tied to performance?
Do the potential rewards outweigh the risks senior executives might take to pursue the goals set in compensation plans? Are all executive perquisites disclosed and explained?
Are all executive perquisites disclosed and explained?
Do you clearly explain in investor-facing communications your rationale for total executive compensation?
Do you disclose all performance targets?
Was your organization among the 350 companies that received an SEC commentary letter in 2007-2009 on the quality of your Compensation Discussion & Analysis (CD&A) disclosure?
Answer yes to the majority of these questions, so says The Corporate Executive Board, and you could be at significant risk for external scrutiny, which may result in the any of the following: negative media coverage of your organization, negative customer brand associations, shareholder proposals on executive compensation, or unwanted political inquires.
Say what you want about perpetual corporate scolds, but this check-list is a good starting point for keeping out of the fray.