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Study: Detailed Explanations of How Executives Earn Bonuses Are Missing From Proxy Statements By ELLEN SIMON (AP Business Writer) Feb. 22, 2008 (Associated Press) NEW YORK - If you want to know the goals an executive met to earn his bonus, reading the documents companies file to explain pay may not help. The Securities and Exchange Commission asked companies last year to explain what executives had to do to win bonuses. The idea was that companies would disclose hard numbers executives had to meet to be rewarded, not boilerplate. But companies responded with legalese, according to a study released Wednesday by The Corporate Library, an independent corporate governance research organization. Less than one-third of the Standard & Poor's 500 companies disclosed performance targets for their pay plans, according to the group's study of proxy statements filed with the SEC. The group found disclosure of general metrics was much more common than disclosure of specific targets, a distinction it said isn't merely semantic. "A company that indicates that it measured earnings per share (EPS) performance in order to determine its executive incentive payments has disclosed a metric," it said. "One that says it set a goal of 32 cents EPS has disclosed a target." The Securities and Exchange Commission said in October, after a review of 350 proxies, that the Compensation Discussion and Analysis section of company proxy statements "needs to be focused on how and why a company arrives at specific executive compensation decisions and policies. This does not mean that disclosure needs to be longer or more technical; indeed shorter, crisper, and clearer would often be better. The focus should be on helping the reader understand the basis and the context for granting different types and amounts of executive compensation." |
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