Foreign companies listed on U.S. exchanges may not be required to comply with all of the newly proposed rules regarding of executive compensation.
Looming large in last week’s proposal by the Securities and Exchange Commission is the requirement that U.S. companies must disclose annual compensation for the CEO, the CFO, the next three highest-paid executives, and board members.
According to the Financial Times, the SEC will also propose that foreign companies with U.S. listings simply provide the total compensation for all their executives. However, if a foreign company provided more-detailed information in its home country, the SEC would require it to do so in the United States, too.
This is a small bone being thrown to foreign companies, suggested the FT; many of them have complained about what they perceive to be the overly stringent and expensive requirements of the Sarbanes-Oxley Act. The newspaper also noted that The Organization for International Investment, which represents more than 100 U.S. subsidiaries of European and Asian companies, said it “appreciated” the new SEC stance.
“One could assume the SEC has become more sensitive to keeping U.S. markets competitive for foreign companies and does not want to add any more requirements beyond Sarbanes-Oxley at this time,” Nancy McLernon, a senior vice president of the organization, told the FT.
Alan Beller, the outgoing director of the SEC corporation finance division, which devised the new compensation disclosure plan, told the newspaper, “We were not influenced by Sarbanes-Oxley concerns in deciding to continue the pre-existing regime for executive compensation disclosure for foreign companies with U.S. listings.”