The article discusses the approval by the U.S. Securities and Exchange Commission (SEC) of clawback listing standards for the New York Stock Exchange (NYSE) and NASDAQ. These standards, aligned with the SEC Clawback Rules, mandate that listed companies develop and implement clawback policies for recovering incentive-based compensation from executive officers in the event of an accounting restatement. The article provides an overview of the key elements of the SEC Clawback Rules, including their application to all issuers, the triggers for recovery, the types of compensation covered, and disclosure requirements. The article also offers guidance for Canadian companies subject to these rules, highlighting potential implications and considerations for compliance with the new standards. The deadline for companies listed on NYSE and NASDAQ to adopt compliant clawback policies is outlined, along with the consequences of non-compliance, and the need for Canadian companies to adjust their compensation plans and policies accordingly. Additionally, the article touches on the perspectives of proxy advisory firms Glass Lewis and ISS, and the evolving market practice regarding clawbacks in Canada.

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The article discusses the results of the Singapore Governance and Transparency Index (SGTI) for 2023, which evaluates listed companies' disclosures and governance practices in Singapore. The average score for companies has improved from 70.6 to 74.8 compared to the previous year, indicating enhanced transparency and governance. The SGTI assesses companies in five areas: board responsibilities, shareholder rights, stakeholder engagement, accountability & audit, and disclosure & transparency. The highest average score is in the shareholder rights category, with an 87 percent average, showing a 4 percentage point increase. The lowest average score is for board responsibilities at 64 percent, although this is up from 60 percent in the previous year. Disclosure & transparency has also increased from 63 percent to 67 percent. Notably, there has been a significant rise in disclosure rates for indicators related to board practices and ESG (Environmental, Social, and Governance) practices. The SGTI's findings suggest that companies are disclosing more information about areas like board independence, competence, and selection of directors. ESG disclosure has also improved, with several indicators showing 8 to 10 percentage points of yearly improvement. The article mentions upcoming changes to further enhance the SGTI's scores. Singapore will implement new regulations regarding board independence and executive remuneration. SGX RegCo will enforce limitations on the tenure of independent directors and require companies to provide detailed breakdowns of CEO and certain director pay packages.

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The article discusses the enforcement of Dodd-Frank clawback policies under foreign law, focusing on executive compensation. The US SEC's Rule 10D-1 mandates the recovery (clawback) of incentive-based executive compensation in the event of accounting restatements. The NYSE and Nasdaq proposed listing standards to comply with this rule. The article explores how clawback policies could be enforced in various countries including Brazil, China, France, Germany, Hong Kong, Singapore, the United Arab Emirates, and the United Kingdom. It addresses aspects such as enforceability under local law, deducting amounts from future compensation, and provisions to enhance enforcement. The application of these policies varies across jurisdictions based on legal frameworks and regulatory guidelines.

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The article discusses the practice of awarding "mega grants" to CEOs, which are large, one-time equity awards with long vesting periods, often granted in addition to or in lieu of annual awards. Mega grants are intended to provide significant incentives for CEOs to achieve long-term targets. The practice of mega grants has resurged in recent years, with CEOs receiving nine-figure awards, even though they were less popular due to shareholder criticism in the past. The article explores the reasons behind this change, including notable instances such as Tim Cook's mega grant at Apple and Elon Musk's performance-vested stock-option package at Tesla. The controversy surrounding mega grants is examined, along with proxy advisory firms' skeptical views and shareholder reactions. The article also delves into the characteristics of mega grants, such as recipient types, tenure, grant size, equity type, term, performance triggers, and more. It also explores the rationale behind issuing mega grants and the role of compensation consultants in recommending them. Finally, the article discusses the stock price reaction to mega grant announcements and raises questions about the impact of mega grants on CEO incentives and company performance.

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The article explores the decreasing financial incentive to become a CEO, as other C-suite roles are earning increasingly higher salaries. While the CEO position has historically been seen as the pinnacle of corporate success, this perception is changing due to various factors. The job is becoming more challenging as employees gain more power and the role becomes more politicized. Additionally, the compensation of other C-suite executives like the CFO, CHRO, and general counsel has been rising at a faster rate than that of CEOs. The narrowing pay gap within the C-suite is seen as a positive development for corporate governance and healthy discourse. Factors contributing to rising pay for other C-suite roles include job-hopping becoming more accepted, employers offering stock grants to retain valued executives, and increased responsibilities for roles like the CFO. Furthermore, positions below the CEO often avoid public scrutiny, which can be appealing to candidates who want to avoid controversy and threats associated with being a public-facing CEO. As a result, the allure of becoming a CEO may be diminishing in comparison to other C-suite roles.

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This article discusses the efforts of the Asian Utilities Engagement Programme (AUEP), led by the Asian Investor Group on Climate Change (AIGCC), to emphasize the connection between executive compensation and climate-related Key Performance Indicators (KPIs) in its second year. The AUEP engages with Asian utilities as focus companies, urging them to adopt governance frameworks for climate issues, establish decarbonization timelines, disclose climate information aligned with the Task Force on Climate-related Financial Disclosures (TCFD), address physical climate risks, and align lobbying activities with climate objectives. The article highlights that several focus companies are already incorporating climate considerations into pay calculations, including Japan's J-Power and Chub Electric, exploring sustainability KPIs for director pay, and Malaysia’s Tenaga Nasional, which has integrated them for senior management compensation. The program's engagement also extends to discussions with regulators across markets, and future expansion is on the agenda.

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The article discusses the recent efforts to address the gender pay gap in the European Union (EU). Despite the principle of equal pay being established in the Treaty on the Functioning of the European Union, the gender pay gap in the EU remains at around 14%. On March 30, 2023, the EU Parliament approved a Directive aimed at strengthening the application of equal pay for equal work or work of equal value between men and women through pay transparency and enforcement mechanisms.

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Women often don’t know what to ask for, experts say. And companies don’t tell them.

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ANA Holdings plans to offer $60 million worth of shares to 70% of its 45,000 employees as an employee retention strategy and compliance with regulatory requests in Japan. This follows a trend among Japanese companies like Omron and Sony. Employee share incentives aim to align interests, boost stock prices, and address labor shortages while improving corporate value. Despite their increasing popularity, labor laws limiting stock incentives have hindered their wider adoption in Japan. Legal flexibility could accelerate their adoption.

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The authors research found that people often overestimate the value of stock options when assessing a startup job offers. They incorrectly believe that a higher number of shares translates into superior compensation even when it doesn’t. Five steps can help you avoid this mistake.

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