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SEC Weighs In Again on Issue of Executive Pay : Corporations: Chairman Richard Breeden wants shareholders to have easier access to information on compensation.

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From Reuters

The Securities and Exchange Commission plans to propose new rules next month to make it easier for stockholders to understand how much corporate executives are being paid, SEC Chairman Richard C. Breeden said Saturday.

U.S. executives are among the most highly paid in the world, and some executives have come under fire for taking huge salaries during an economic slump.

Breeden told a group of corporate executives attending a weekend meeting of the Business Council, a private association, that shareholders should have more information on how much the executives are being paid in contrast with how well the company is performing.

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“You have to have accountability somewhere in the system for producing results,” Breeden told reporters following his talk to the executives at the exclusive Homestead mountain resort.

“When they do produce good results, they ought to be rewarded,” he added. “When they don’t produce good results, there also needs to be a system that is capable” of making a change.

Many shareholders have been outraged by salaries and compensation packages being given to some senior executives and directors, particularly in companies that have not performed well.

Breeden declined to say whether he thought American executives were overpaid.

“I strongly believe the SEC has no business in regulating the specifics of compensation,” he said.

But he said the regulatory agency can help by making sure shareholders can see “clearly” without having the information “buried in dozens of pages of tightly packed legal boilerplate.”

He said the aim of the new rule would be to help shareholders evaluate what was being paid in the context of how the company was doing.

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His said the proposal will also require boards to spell out for shareholders just how they set executive pay.

Breeden suggested that the corporate executives who heard from him in a private session were cool to the idea.

“I am not sure the SEC’s role in this area is a cause of great joy and enthusiasm in the corporate community,” he told reporters.

“But we’re there to protect the investors, and we intend to do it,” he added.

The SEC also plans to propose rules that will make it easier for shareholders to communicate with one another on proposals being considered by management.

Currently, shareholders have to communicate with one another through the SEC, a system that Breeden said is inefficient and costly.

This year, the SEC agreed to give shareholders the right to vote on executive salaries. Before the rule change, executive pay was rarely put to shareholders for a vote.

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