SEC set to exempt foreign groups from pay data rules

By Andrew Prker in New York, Financial Times
Jan. 23, 2006


Foreign companies with New York stock market listings could be granted exemptions from planned US rules on disclosure of executive pay.

The Securities and Exchange Commission is proposing the companies give a total for compensation paid to all their executives.

The chief US financial regulator is proposing domestic public companies give detailed information about the pay and perks of each of their top five executives.

Foreign companies with US listings would only have to make similar data available if they already did so in their home countries.

The planned SEC concessions to foreign companies mean their disclosures of pay could be a lot less comprehensive than that of US rivals. A limited number of jurisdictions in Europe and Asia, including France and the UK, Australia and Hong Kong, require companies to outline the pay of named executives. Germany and Japan do not.

The planned SEC concessions come against a backdrop of some foreign companies seeking to quit New York because of high compliance costs resulting from the 2002 Sarbanes Oxley law on accounting and governance.

The Organization for International Investment, representing more than 100 US subsidiaries of European and Asian companies, said it "appreciated" the SEC stance on executive pay.

Nancy McLernon, the senior vice-president, said: "One could assume the SEC has become more sensitive for foreign companies and does not want to add any more requirements beyond Sarbanes Oxley at this time."

The SEC proposal amounts to a continuation of its existing disclosure regime on executive pay for foreign companies, albeit with some changes to eliminate contradictions in the rules.

The SEC will seek public comment on the proposal, and is expected to ask whether the foreign companies should have to comply with the disclosure regime planned for their US peers.

Alan Beller, director of the SEC corporation finance division, which drew up the proposal on pay disclosure, said: "We were not influenced by Sarbanes Oxley concerns in deciding to continue the pre-existing regime for executive compensation disclosure for foreign companies with US listings."