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The AAO Weblog covers accounting issues and current events as they relate the practice of investment analysis.

 
 
Sep 27

Written by: Jack Ciesielski
9/27/2006 6:50 AM 

The new executive comp disclosures, effective for the proxies of the next wave of calendar year end filers, promise to bring some much-needed clarity to the subject so near and dear to the financial journalist community. And there are a few subtleties to them to which the press hasn't devoted much attention.

On Monday, John White, the SEC's Director of the Division of Corporation Finance delivered a speech to the "Practising Law Institute Fourth Annual Directors' Institute on Corporate Governance" on the new disclosures, shedding light on on some aspects of the disclosures that will impact managers and directors - in more ways than just the recitation of a comp figure, with the attendant "Holy Cow!" exclamation by proxy readers.

One change brought by the standard has to do with the new "Compensation Disclosure & Analysis" to be found in the proxy and 10-K. This replaces the old "Board Compensation Committee Report on Executive Compensation" with a "principles-based" disclosure about compensation. (White elaborated on the "principles-based" disclosures in a prior speech this month.) While the format itself will be different, it will also be a corporate disclosure - not a statement by the board's compensation committee. As a corporate disclosure, it will be subject to the CEO/CFO certifications that have brought changes in the "tone at the top," according to Chairman Cox. That increases the pressure on firms to actually produce robust, non-evasive disclosures - or face the stiff consequences of failure to fulfill SarbOx Section 302 obligations.

Another aspect of the new comp rules that don't get much airplay: the effect they'll have on directors. According to White, "Director compensation for the last fiscal year will now be required to be disclosed in a new Director Compensation Table (along with related narrative), which will be similar in format to the Summary Compensation Table that is the primary vehicle for disclosing the amounts of your executives' compensation. As with executives, companies will be required to disclose one total number for a director's compensation, which will include the dollar value of option grants to directors and perquisites, among other compensation."


As the H-P soap opera shows, there are all kinds of, shall we say, "interactions," among board members - and managers, too. The degree to which any interactions in any dysfunctional board might be affected by compensation should be clearer starting next year. It'll provide a rich arsenal of ammunition for the corporate activists.

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Pension & Other Benefit Plans: A Look Ahead


    Investors in firms with defined benefit pension plans always face the risk of suddenly being pushed farther back in line when it comes to being served their returns. Variability in plan assets and variability in benefit plan obligations are the reason: poor asset returns coupled with sinking interest rates always spell tough times for defined benefit plan funding. In that regard, this year’s asset returns combined with the Fed’s “Operation Twist” add up to “Operation Agony” for defined benefit pension plans. If trends continue along their current path, firms that may have anticipated moving to more realistic pension accounting - like Honeywell, AT&T and Verizon already have done - might forego that decision. It could be just too painful. 

    Pensions aren’t the only kind of benefit plan affected by Operation Twist. Other postemployment benefit (OPEB) plans share much the same accounting model as pensions, including the calculation of a projected benefit obligation that similarly incorporates a discount rate - one that will also be affected by Operation Twist. The net OPEB obligations were slightly less than pension obligations at the end of 2010, but also promise to grow in 2011. Investors perceive them as less threatening than pension obligations because they don’t require funding. Strangely, there are a number of firms that are recognizing income from these benefit plans - without ever creating a dime of cash for investors.

A recent edition of The Analyst’s Accounting Observer dissects these issues, and is available only to paid subscribers. A condensed version is available for free upon request. To receive it, send an e-mail to Brenda Rappold at brappold@accountingobserver.com, with “PENSIONS” in the subject line.

For information about subscribing to The Analyst’s Accounting Observer, click here.