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GAO-10-343R 1 (2010-01-07)

handle is hein.gao/gaobadwzn0001 and id is 1 raw text is: im T I IAccountability * Integrity * Reliability United States Government Accountability Office Washington, DC 20548 B-319176 January 7, 2010 The Honorable Christopher J. Dodd Chairman The Honorable Richard C. Shelby Ranking Minority Member Committee on Banking, Housing, and Urban Affairs United States Senate The Honorable Barney Frank Chairman The Honorable Spencer Bachus Ranking Minority Member Committee on Financial Services House of Representatives Subject: Securities and Exchange Commission: Proxy Disclosure Enhancements Pursuant to section 801(a)(2)(A) of title 5, United States Code, this is our report on a major rule promulgated by the Securities and Exchange Commission (Commission), entitled Proxy Disclosure Enhancements (RIN: 3235-AK28). We received the rule on December 18, 2009. It was published in the Federal Register as a final rule on December 23, 2009. 74 Fed. Reg. 68,334. The final rule amends the Commission's rules to enhance information provided in connection with proxy solicitations and in other reports filed with the Commission. The amendments require registrants to make new or revised disclosures about compensation policies and practices that present material risks to the company, stock and option awards of executives and directors, director and nominee qualifications and legal proceedings, board leadership structure, the board's role in risk oversight, and potential conflicts of interest of compensation consultants that advise companies and their boards of directors. Enclosed is our assessment of the Commission's compliance with the procedural steps required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule. Our review of the procedural steps taken indicates that the Commission complied with the applicable requirements. GAO-10-343R

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