The Trusted Professional

SEC Adopts Clawback Rule

The Securities and Exchange Commission (SEC) voted, 3-2, to adopt a long-delayed rule that would require publicly traded companies to recover executive compensation that is awarded based on erroneous financial statements, The Wall Street Journal and others reported. All the Democratic commissioners approved the rule, and both Republican commissioners dissented.

The so-called clawback rule was a provision of the Dodd-Frank Act, but the rule was left unfinished after the SEC proposed it in 2015. It was not implemented in the face of the opposition of the two Republican commissioners at the time.

The proposed rule was recently revived by SEC Chair Gary Gensler due to changes in the regulatory and market environments since then.

“I believe we have an opportunity to strengthen the transparency and quality of corporate financial statements as well as the accountability of corporate executives to their investors,” Gensler said in a statement.

Under the new proposed rule, which is subject to a 30-day comment period, stock exchanges must compel their listed companies to disclose and apply clawback policies. Noncompliant companies would be delisted.

This is a broadening of the current rule, under which a company’s board of directors decides whether executives should be penalized by returning some of their compensation in cases of misconduct at companies that restate earnings. The proposed rule applies to a wider range of restatements.

Commissioner Hester M. Peirce, who voted against the proposed rule, said that its scope is too broad, that it is unnecessarily prescriptive and that shareholders will pay for its complexity.