The Securities and Exchange Commission (SEC) has voted 3-2 in favor of new rules requiring listed companies to have a policy allowing them to reclaim executive compensation in the event of an accounting restatement and to make related disclosures.
“I believe that these rules will strengthen the transparency and quality of corporate financial statements, investor confidence in those statements, and the accountability of corporate executives to investors,” said SEC Chair Gary Gensler in a press release announcing the vote.
The new rule requires companies to adopt and file written recovery policies for executive compensation in the event of restatements as exhibits to their annual reports and disclose any actions taken to reclaim compensation. The clawbacks could effect compensation for each of the three years prior to a restatement.
Commissioners Peirce and Uyeda, the two Republican members of the body, voted against the proposal, with Gensler casting the deciding vote.
The rule’s opponents said that the provisions were overly prescriptive and failed to reflect that share-based compensation had outgrown performance-related bonuses, and criticized the SEC’s lack of a fresh economic analysis since the rule was first applied in 2015.
However, Commissioner Jamie Lizarraga said that the rate of adoption of voluntary clawbacks made the need for a standardized policy “even clearer.”
Companies will have a year and 60 days to comply with the new rule.