In his paper, The Corporate Governance Provisions of Dodd-Frank, Stephen M. Bainbridge provides a brief overview of the seven principal corporate governance provisions of The Wall Street Reform and Consumer Protection Act of 2010 (better known as “The Dodd-Frank Act”).
- Section 951 creates a so-called “say on pay” mandate, requiring periodic shareholder advisory votes on executive compensation.
- Section 952 mandates that the compensation committees of reporting companies must be fully independent and that those committees be given certain specified oversight responsibilities.
- Section 953 directs that the SEC require companies to provide additional disclosures with respect to executive compensation.
- Section 954 expands Sarbanes-Oxley Act’s rules regarding clawbacks of executive compensation.
- Section 971 affirms that the SEC has authority to promulgate a so-called “proxy access” rule pursuant to which shareholders would be allowed to use the company’s proxy statement to nominate candidates to the board of directors.
- Section 972 requires that companies disclose whether the same person holds both the CEO and Chairman of the Board positions and why they either do or do not do so.
- Section 989G affords small issuers an exemption from the internal controls auditor attestation requirement of Section 404(b) of the Sarbanes-Oxley Act.
The paper elaborates further on each provision and provides a useful guide.