Corporate governance
and executive compensation
Bill Summaries
Bush's Plan | S. 2010
| H.R. 4083| S. 2460| H.R.
5088 | S. 2722 | Senate
Finance| H.R. 2691
March 8, 2002: President Bush
outlines a ten-point plan to "improve corporate responsibility and help
protect America's shareholders." His plan centers on three main principles:
1) providing better information to investors; 2) making corporate officers
more accountable; and 3) developing a stronger, more independent audit
system. .
President's Ten-Point
Plan
(from the White House Press office)
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Each investor should have quarterly access to the information needed
to judge a firm's financial performance, condition, and risks.
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Each
investor should have prompt access to critical information.
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CEOs
should personally vouch for the veracity, timeliness, and fairness
of their companies' public disclosures, including their financial
statements.
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CEOs
or other officers should not be allowed to profit from erroneous financial
statements.
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CEOs
or other officers who clearly abuse their power should lose their
right to serve in any corporate leadership positions.
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Corporate
leaders should be required to tell the public promptly whenever they
buy or sell company stock for personal gain.
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Investors
should have complete confidence in the independence and integrity
of companies' auditors.
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An
independent regulatory board should ensure that the accounting profession
is held to the highest ethical standards.
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The
authors of accounting standards must be responsive to the needs of
investors.
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Firms'
accounting systems should be compared with best practices, not simply
against minimum standards.
March
12, 2002: Sen.
Patrick Leahy (D-VT) introduces S.
2010, Corporate and Criminal Fraud Accountability Bill .
"To provide for criminal
prosecution of persons who alter or destroy evidence in certain Federal
investigations or defraud investors of publicly traded securities, to
disallow debts incurred in violation of securities fraud laws from being
discharged in bankruptcy, to protect whistleblowers against retaliation
by their employers, and for other purposes."
- Creates two new 10-year felony charges relating to the destruction
or fabrication of evidence, including the shredding of financial and
audit records.
- Gives state attorney generals and the Securities and Exchange commission
more power to bring cases under civil RICO law
- Creates, for the first time, federal protection for corporate whistleblowers
and allow corporate whistleblowers whose careers are ruined by retaliation
to recover damages.
- Prevents securities law violators from hiding assets in bankruptcy.
- Extends the statute
of limitations to allow fraud victims enough time to unravel complex
cases.
* Approved by Senate Judiciary Committee 5-6-02 (unanimous)
April 9, 2002: Rep.
John LaFalce (D-NY) introduces H.R.
4083, the Corporate Responsibility Act of 2002
"To provide for enhanced corporate responsibility under the securities
laws."
- Gives the SEC the authority to require money corporate to disgorge
money made through false or misleading financial statements.
- Requires CEOs to personally vouch for all financial reports.
- Allows the SEC to bar unfit officers and directors from serving in
public companies.
May 6, 2002: Sen.
Carl Levin (D-MI) introduces S.
2460, Shareholder Bill of Rights Act.
"To guarantee persons who invest in publicly held companies accurate information about the financial condition of such companies so they can make fully informed investment decisions, to increase the independence of the Financial Accounting Standards Board, and for other purposes."
- Establishes independent funding for a non-governmental body to issue
accounting standards. The body would be required to resolve all matters
it handles within two years.
- Bars audit firms from providing non-audit services.
- Directs the SEC not to prohibit shareholder proposals dealing with
certain personnel and audit decisions.
- Requires shareholder approval of any stock option compensation plan that will not be shown on company financial statements as an expense.
- Directs the SEC to issue rules barring companies from giving company
directors or officers preferential treatment on compensation.
July 10, 2002: Rep.
Robert Matsui (D-CA) introduces H.R.
5088 , Executive Accountability Act of 2002 .
"To amend the Internal Revenue Code of 1986 to encourage more responsible
corporate governance."
- Amends the Internal Revenue Code to negate, in specified cases, the performance-based compensation exception to the $1,000,000 limitation on deductible compensation paid by publicly held corporations.
- Includes in gross income funded deferred compensation of a corporate insider if the insider's corporation funds its defined contribution plan with employer stock, with specified exceptions.
- Includes in gross income the net unrealized built-in gain on options held by a corporate insider to acquire stock in an expatriate corporation or in any member of an expanded affiliated group which includes such corporation.
- Applies the golden parachute excise tax to certain cases of deferred compensation paid by a corporation to a corporate insider after such individual has left the firm if the stock value of the corporation has recently suffered a major decline or the corporation has recently declared bankruptcy.
July 11, 2002: Sen.
John D Rockefeller IV (D-WV) introduces S.
2722 , Executive Compensation Tax Reform Act of 2002
"To amend the Internal Revenue Code of 1986 to ensure the proper tax treatment of executive compensation, and for other purposes"
- Repeals provision of the Revenue Act of 1978 which limits the Secretary
of the Treasury's authority to determine the taxable year of inclusion
in gross income of amounts under private deferred compensation plans.
- Amends the Internal Revenue Code to classify a loan by an employer
to an employee as compensation unless it meets specified requirements,
including that it is evidenced by a promissory note.
- Subjects the sale or exchange of stock in a corporation by a corporate
insider to an excise tax on golden parachute payments if such sale or
exchange occurs while the corporation or another entity consolidated
with the corporation maintains a transfer-restricted 401(k) plan.
- Includes in gross income of a corporate insider of an expatriate corporation the net unrealized built-in gain on options held by such insider to acquire stock in the corporation or in any member of the expanded affiliated group which includes the corporation.
July 11, 2002: The Senate Finance Committee
introduces the Pension Reform Bill
- Allows Treasury to better define how to tax deferred executive
compensation
- Increases withholding rate to highest marginal rate (38.6%) on
supplemental pay over $1 million.
- Treats insider loans as compensation, and loans above $1 million
should have an interest rate of 3 percentage points above applicable
government published rate
July 31, 2001 : Rep.
Martin Sabo (D-MN) introduces H.R.
2691 , Income Equity Act of 2001
"To amend the Internal Revenue Code of 1986 to ensure the proper tax treatment of executive compensation, and for other purposes"
- Amends the Internal Revenue Code to deny employers a deduction for
payments of excessive compensation (more than 25 times the lowest compensation
paid any other employee).
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