Executive Compensation Regulation - Comment Letters

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Agricultural Swaps
Key Pages	Summary	Related Documents / Meetings	Key Dates
Agricultural Swaps Regulation Comment Letters White Papers Hearings & Testimony Agricultural Commodities Definition Regulation Swaps Regulation Swaps Definitions Regulation	On August 4, 2011, the CFTC held an open meeting to discuss three final rulemakings under the Dodd-Frank Act. Among the rules approved at the meeting was a final rule regarding agricultural swaps. Summary of the final rule, which will repeal and replace CEA Part 35, generally permitting the transaction of swaps in an agricultural commodity subject to all rules and regulations applicable to any other swap: New Part 35 will permit the transaction of swaps in an agricultural commodity subject to all provisions of the CEA – and any rule, regulation, or order thereunder – applicable to all other swaps. New Part 35 will also explicitly provide that swaps in an agricultural commodity may transact on a swap execution facility (SEF) and/or Designated Contract Market Regulation\|designated contract market]] (DCM) to the same extent that any other swap may transact on a SEF and/or DCM. At the August 4 meeting, the Commission only finalized the agricultural swaps piece of the proposed rules (repealing and replacing Part 35). The commodity options final rule was approved at a CFTC Open Meeting, April 18, 2012. more>	CFTC Final Rule: Agricultural Swaps CFTC Final Rule: Commodity Options Proposed Rule on Agricultural Swaps and Commodity Options Agricultural Commodities Definition Regulation Agricultural Swaps Regulation - ANPRM CFTC Open Meeting, April 18, 2012 CFTC Open Meeting, August 4, 2011 CFTC Open Meeting, July 7, 2011 CFTC Open Meeting, January 20, 2011 CFTC Open Meeting, October 19, 2010	Key dates vary. Click here to view all timelines.

Algorithmic Descriptions
Key Pages	Summary	Related Documents / Meetings	Key Dates
Algorithmic Descriptions Regulation Comment Letters White Papers Hearings & Testimony	On April 7, 2011, the CFTC and the SEC released a joint study on algorithmic derivatives descriptions. After conducting its analysis, which included meetings with industry leaders, regulators, and academics, as well as comments submitted by the public, the staff offered conclusions. more>	Algorithmic Descriptions Regulation - White Paper - CFTC/SEC: Joint Study on the Feasibility of Mandating Algorithmic Descriptions for Derivatives - April 7, 2011	Proposal Date: December 9, 2010 Comment Deadline: December 31, 2010 Study Issued: April 7, 2011

Asian Swaps
Key Pages	Summary	Related Documents / Meetings	Key Dates
Asian Swaps Regulation Comment Letters White Papers Hearings & Testimony Swaps Regulation	In 2010, Singapore (Singapore Exchange Limited), China (Shanghai Clearing House), and India (Clearing Corporation of India) launched their own central counterparty clearing houses (CCPs) in order to regulate the derivatives market. Japan, Hong Kong, Korea, and Taiwan have created task forces to study setting up CCPs. more>

Asset-Backed Securities
Key Pages	Summary	Related Documents / Meetings	Key Dates
Asset-Backed Securities Regulation Comment Letters White Papers Hearings & Testimony	At an open meeting on January 20, 2011, the SEC finalized rules requiring an issuer of asset-backed securities (ABS) to "perform a review of the assets underlying the ABS and disclose information relating to the review." Rules regarding shelf eligibility conditions for asset-backed securities were re-proposed on July 26, 2011. On October 13, 2010, the SEC adopted an interim final temporary Rule 13Aa-2T concerning the reporting of security-based swap data. Also introduced at this meeting was a new proposed rule to "mitigate conflicts of interest at security-based swap clearing agencies, security-based swap execution facilities, and national security exchanges that post or make available for trading security-based swaps." more>		Key dates vary. Click here to view all timelines.

Commodity Pool Operator
Key Pages	Summary	Related Documents / Meetings	Key Dates
Commodity Pool Operator Regulation Comment Letters White Papers Hearings & Testimony	Among the provisions of the Dodd-Frank Act are several requirements affecting commodity trading advisors (CTAs), commodity pool operators (CPOs) and investment advisors to private funds. The Securities and Exchange Commission submitted a proposed rule on systemic risk reporting requirements for private fund advisers including hedge funds, CPOs and CTAs in February 2011; the rules became finalized in October 2011. The Commodity Futures Trading Commission participated in the joint rulemaking with the SEC on the reporting requirements, and also proposed its own rules on certain compliance aspects for CPOs and CTAs. These rules were finalized in February 2012. more>	CFTC Final Rule: Registration and Compliance Obligations for Commodity Pool Operators and Commodity Trading Advisors SEC Final Rule: Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF Private Fund Systemic Risk Reporting Regulation Commodity Trading Advisor Regulation Hedge Fund Regulation Form PF	Final Rule Issue: February 9, 2012 Effective Date: July 2, 2012 Compliance Date: December 2012

Commodity Trading Advisor
Key Pages	Summary	Related Documents / Meetings	Key Dates
Commodity Trading Advisor Regulation Comment Letters White Papers Hearings & Testimony	Among the provisions of the Dodd-Frank Act are several requirements affecting commodity trading advisors (CTAs), commodity pool operators (CPOs) and investment advisors to private funds. The Securities and Exchange Commission submitted a proposed rule on systemic risk reporting requirements for private fund advisers including hedge funds, CPOs and CTAs in February 2011; the rules became finalized in October 2011. The Commodity Futures Trading Commission participated in the joint rulemaking with the SEC on the reporting requirements, and also proposed its own rules on certain compliance aspects for CPOs and CTAs. These rules were finalized in February 2012. more>	CFTC Open Meeting, January 26, 2011 SEC Open Meeting, January 25, 2011 Private Fund Systemic Risk Reporting Regulation Commodity Trading Advisor Regulation Hedge Fund Regulation Form PF Futures Commission Merchant Regulation	Final Rule Issue: February 9, 2012 Effective Date: July 2, 2012 Compliance Date: December 2012

Derivatives Clearing Organizations
Key Pages	Summary	Related Documents / Meetings	Key Dates
Derivatives Clearing Organizations Regulation Comment Letters White Papers Hearings & Testimony	The CFTC approved its first set of final DCO rules related to the Dodd-Frank Act at its October 18, 2011 open meeting. The final rules cover these five proposed rules: Requirements for Processing, Clearing, and Transfer of Customer Positions Risk Management Requirements for Derivatives Clearing Organizations General Regulations and Derivatives Clearing Organizations Information Management Requirements for Derivatives Clearing Organizations Financial Resources Requirements for Derivatives Clearing Organizations more>	CFTC Final Rule: Process for Review of Swaps for Mandatory Clearing CFTC Final Rule: Derivatives Clearing Organization General Provisions and Core Principles CFTC Open Meeting, July 19, 2011 CFTC Open Meeting, October 18, 2011 Swap Entities Regulation Swaps Review Regulation Chart: Reporting, Recordkeeping, Public Information and Information Sharing Requirements for DCOs	Key dates vary. Click here to view all timelines.

Designated Contract Market
Key Pages	Summary	Related Documents / Meetings	Key Dates
Designated Contract Market Regulation Comment Letters White Papers Hearings & Testimony Swaps Definitions Regulation Swap Execution Facilities Regulation	At an open meeting on May 10, 2012, the CFTC finalized rules, guidance and acceptable practices under Dodd-Frank Act that, among other things, amend Section 5 of the Commodity Exchange Act ("CEA") concerning designation and operation of contract markets, and add a new CEA Section 2(h)(8) to include the listing, trading and execution of swaps on designated contract markets. The rules were originally proposed on December 1, 2010. more>	CFTC Final Rule: Provisions Common to Registered Entities Federal Register: Core Principles and Other Requirements for Designated Contracts Markets CFTC Open Meeting, May 10, 2012 CFTC Proposed Rule: Process for a Designated Contract Market or Swap Execution Facility to Make a Swap Available to Trade	Key dates vary. Click here to view all timelines.

Disruptive Trading Practices
Key Pages	Summary	Related Documents / Meetings	Key Dates
Disruptive Trading Practices Regulation Comment Letters White Papers Hearings & Testimony	At an open meeting on February 24, 2011, the CFTC proposed an interpretive order regarding disruptive trading practices. The proposal defines as disruptive any practice that: violates bids or offers; demonstrates intentional or reckless disregard for orderly execution; or is of the character of, or is commonly known to the trade as, “spoofing” (bidding or offering with the intent to cancel the bid or offer before execution). more>	CFTC Open Meeting, October 26, 2010 CFTC Open Meeting, February 24, 2011 Federal Register: Proposed Interpretive Order on Disruptive Trading Practices Market Manipulation Regulation	Proposal Date: March 18, 2011 Comment Deadline: May 17, 2011 Final Rule Issue: First Qtr. 2012

Dodd-Frank Act
Key Pages	Summary	Related Documents / Meetings	Key Dates
Dodd-Frank Act Comment Letters White Papers Hearings & Testimony	The Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act), named after Senate Banking Committee Chairman Chris Dodd and Chairman of the House Financial Services Committee Barney Frank, was signed into law by President Barack Obama on July 21, 2010. more>	Goldman Sachs Global Markets Institute: Effective Regulation, Parts 1-5 SEC: Organizational Study and Reform CFTC Office of the Inspector General - Dodd-Frank Cost-benefit Analyses - April 15, 2011 FSOC - White Papers	Proposal Date: December 2, 2009 Passed U.S. House of Representatives: December 11, 2009 Passed U.S. Senate: May 20, 2010 Final Law: July 21, 2010

End-User Exception to Mandatory Clearing
Key Pages	Summary	Related Documents / Meetings	Key Dates
End-User Exception to Mandatory Clearing Comment Letters White Papers Hearings & Testimony Interpretive Guidance on Product Definitions - Summary Table	The Dodd-Frank Act requires, among other things, that the Commodity Futures Trading Commission (CFTC) and Securities and Exchange Commission (SEC), create and implement rules regarding mandatory clearing of swaps transactions. A major topic of contention has been whether end-users should be granted an exception to the Dodd-Frank requirement for mandatory clearing of swap transactions. more>	Swaps Review Regulation SEC Open Meeting, December 15, 2010 CFTC Open Meeting, December 9, 2010 Federal Register: End-User Exception to Mandatory Clearing of Swaps Federal Register: End-User Exception to Mandatory Clearing of Security-Based Swaps	Key dates vary. Click here to view all timelines.

European Swaps
Key Pages	Summary	Related Documents / Meetings	Key Dates
European Swaps Regulation Comment Letters White Papers Hearings & Testimony Swaps Regulation	The major institutions in charge of designing and implementing swaps regulation in Europe are the Financial Services Authority (FSA), International Organization of Securities Commissions (IOSCO), Futures and Options Association (FOA), the European Commission, and the European Securities and Markets Authority (ESMA). more>	European Credit Default Swap Regulation FSA (UK) European Securities and Markets Authority Swaps Regulation - White Paper - European Central Bank - Credit Default Swaps and Counterparty Risk - August 2009 Corporate Governance Regulation European Securities Regulation - UCITS - July 9, 2009

Executive Compensation
Key Pages	Summary	Related Documents / Meetings	Key Dates
Executive Compensation Regulation Comment Letters White Papers Hearings & Testimony	On March 2, 2011, the Securities and Exchange Commission (SEC) proposed rules regarding incentive-based compensation arrangements under the Dodd-Frank Act. The regulation would require incentive-based compensation annual reports, enforce new compliance procedures and add a threshold of $50 billion for certain institutions. Final rules concerning shareholder approval of executive compensation and golden parachute compensation were adopted on January 25, 2011. more>	SEC Open Meeting, January 25, 2011 SEC Open Meeting, March 2, 2011 SEC Open Meeting, March 30, 2011 Shareholder Approval of Executive Compensation and Golden Parachute Compensation Listing Standards for Compensation Committees Incentive-Based Compensation Arrangements	Key dates vary. Click here to view all timelines.

Futures Commission Merchant
Key Pages	Summary	Related Documents / Meetings	Key Dates
Futures Commission Merchant Regulation Comment Letters White Papers Hearings & Testimony Comparison Chart – Regulation 1.25, Current vs Proposed Changes	In accordance with Title VII of the Dodd-Frank Act, the CFTC has issued several rulemakings and proposed rule changes affecting or involving activities of futures commission merchants (FCMs). A final rule regarding the investment of customer funds was approved at the commission's December 5, 2011 open meeting. Additionally, at its January 11, 2012 open meeting, the CFTC approved its final rules on the protection of cleared swaps customer collateral in the case of a broker bankruptcy. Finally, at its February 23, 2012 open meeting, the CFTC approved its final rules on certain internal business conduct standards for swap dealers, major swap participants and futures commission merchants. These rules include conflicts of interest and compliance responsibilities. more>	CFTC Open Meeting, April 27, 2011 CFTC Open Meeting, December 5, 2011 CFTC Final Rule: Investment of Customer Funds by Futures Commission Merchants and Derivatives Clearing Organizations A Layman's Guide to Regulation 1.25 Federal Register:Required Compliance Policies Federal Register: Protection of Cleared Swaps Customers Before and After Commodity Broker Bankruptcies Protection of Cleared Swaps Customer Contracts and Collateral; Conforming Amendments to the Commodity Broker Bankruptcy Provisions	Key dates vary. Click here to view all timelines

FX Swaps
Key Pages	Summary	Related Documents / Meetings	Key Dates
FX Swaps Regulation Comment Letters White Papers Hearings & Testimony	The Dodd-Frank Act requires most swaps to be traded on an exchange or on a similar system and then guaranteed by a clearinghouse, where the parties would be required to post collateral. However, the act allows the Secretary of the Treasury to make a final determination as to whether foreign exchange transactions should be granted an exemption from the Dodd-Frank definition of swaps. more>	Off-Exchange Forex Regulation	Proposal Date: October 28, 2010 Comment Deadline: November 29, 2010 Proposed Determination: April 29, 2011 Final Rule Issue: July 2011

Hedge Funds
Key Pages	Summary	Related Documents / Meetings	Key Dates
Hedge Fund Regulation Comment Letters White Papers Hearings & Testimony Investment Advisers Regulation Private Fund Systemic Risk Reporting Regulation Commodity Pool Operator Regulation Family Office Definition	As mandated by Title IV of the Dodd-Frank Act, the SEC and CFTC have been tasked with creating a framework for the registration and systemic risk mitigation of hedge funds and other private funds. Additionally, the SEC is charged with rulemaking authority for Investment Advisers, and exemption thresholds for family offices, accredited investors, and venture capital funds. Information from systemically significant private funds will be shared with regulators, and the Financial Stability Oversight Council (FSOC). As of December 2011, five rulemakings have been finalized, including: Implementing Amendments to the Investment Advisers Act - Hedge Fund Registration, Registration and Reporting Exemptions, SEC final rule on private fund systemic risk reporting, and Family Offices Net Worth Standard for Accredited Investors more>	SEC Final Rule: Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers SEC Final Rule: Rules Implementing Amendments to the Investment Advisers Act of 1940 SEC Final Rule: Family Offices SEC Final Rule: Net Worth Standard for Accredited Investors SEC Final Rule: Reporting by Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisors on Form PF SEC Open Meeting, June 22, 2011 SEC Open Meeting, October 26, 2011 Form PF	Key dates vary. Click here to view all timelines.

High Frequency Trading
Key Pages	Summary	Related Documents / Meetings	Key Dates
High Frequency Trading Regulation Comment Letters White Papers Hearings & Testimony	In the wake of the "Flash Crash" of May 6, 2010, the SEC and CFTC formed a joint committee to study emerging regulatory issues. Its conclusions and recommendations, which were released on February 18, 2011, included several areas addressing HFT, including: the implementation of minimum quoting requirements by market makers; restrictions on co-location and direct access; liquidity rules such as penalties for rapid order cancellation; and a request for further study and potential regulatory changes. more>	CFTC Open Meeting, October 26, 2010 CFTC Open Meeting, February 24, 2011 Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues - White Paper - Recommendations Regarding Regulatory Response to the Market Events of May 6, 2010 - February 18, 2011 Disruptive Trading Practices Regulation	Proposal Date: March 18, 2011 Comment Deadline: May 17, 2011 Final Rule Issue: First Qtr. 2012

Investment Advisers
Key Pages	Summary	Related Documents / Meetings	Key Dates
Investment Advisers Regulation Comment Letters White Papers Hearings & Testimony	The SEC meeting on June 22, 2011 finalized rules concerning amendments to the Investment Advisers Act of 1940, as well as registration exemptions for reporting by certain investment advisers. An SEC notice concerning investment adviser performance compensation regulation was published on May 10, 2011. The comment deadline for this proposal is July 11, 2011. more>		Key dates vary. Click here to view all timelines.

Margin and Capital Requirements
Key Pages	Summary	Related Documents / Meetings	Key Dates
Covered Swap Entities Regulation - Margin and Capital Requirements Covered Swap Entities Regulation - Comment Letters Swap Dealers and Major Swap Participants Regulation Swap Dealers and Major Swap Participants Regulation - Capital Requirements - Comment Letters Swap Dealers and Major Swap Participants Regulation - Margin Requirements for Uncleared Swaps - Comment Letters	One of the mandates of Title I of the Dodd-Frank Act is that the appropriate regulators develop a framework for swap dealers and major swap participants, which would include the setting of margin and capital requirements. Entities under the jurisdiction of a prudential regulator such as the FDIC would follow its rules. All other swaps would be under the jurisdiction of the CFTC and SEC. For more information, see the summary table of swaps definitions. more>	CFTC Open Meeting, April 12, 2011 CFTC Open Meeting, April 27, 2011 Federal Register: Margin Requirements for Uncleared Swaps for Swap Dealers and Major Swap Participants Capital Requirements of Swap Dealers and Major Swap Participants Prudential Regulators	Proposal Date: April 12, 2011 Comment Deadline: July 11, 2011 Final Rule Issue: First Qtr. 2012

Market Manipulation
Key Pages	Summary	Related Documents / Meetings	Key Dates
Market Manipulation Regulation Comment Letters White Papers Hearings & Testimony Disruptive Trading Practices Regulation	Section 753 of the Dodd-Frank Act gives the Commodity Futures Trading Commission (CFTC) and U.S. Securities and Exchange Commission (SEC) the authority to monitor and enforce "manipulative and deceptive" practices in the swaps, security-based swaps, and commodities markets. The rules are intended to mirror the SEC's Rule 10b-5, a powerful regulation used to combat fraud and manipulation in securities markets. more>	CFTC Final Rule: Anti-Manipulation and Anti-Fraud High Frequency Trading Regulation CFTC Open Meeting, October 26, 2010 CFTC Open Meeting, July 7, 2011 SEC Open Meeting, November 3, 2010	Proposal Date: March 18, 2011 Final Rule Issued: July 14, 2011 Effective Date August 15, 2011

Off-Exchange Forex
Key Pages	Summary	Related Documents / Meetings	Key Dates
Off-Exchange Forex Regulation Comment Letters White Papers Hearings & Testimony Futures Commission Merchant Regulation	On September 10, 2010, the CFTC approved its final rules regarding off-exchange retail foreign exchange transactions. Although the rulemaking pre-dated the Dodd-Frank Act, once the Act was signed in July, 2010, the commission's forex rules, along with the forex rules of other regulatory authorities, became a part of Dodd-Frank. Under Dodd-Frank, the CFTC will have jurisdiction over retail foreign exchange transactions, except in the case of entities which fall under the authority of one of the following regulatory agencies ("Prudential Regulators"): Office of the Comptroller of the Currency, Treasury (OCC); Board of Governors of the Federal Reserve System (Fed); Federal Deposit Insurance Corporation (FDIC); Farm Credit Administration (FCA); and Federal Housing Finance Agency (FHFA) The Act requires that such rules include appropriate requirements with respect to disclosure, record keeping, capital and margin, reporting, business conduct, documentation, and any other standards or requirements as Federal regulatory agencies shall determine to be necessary. more>	FX Swaps Regulation	Key dates vary. Click here to view all timelines.

Orderly Liquidation Authority
Key Pages	Summary	Related Documents / Meetings	Key Dates
Orderly Liquidation Authority Regulation Comment Letters White Papers Hearings & Testimony	In accordance with Title II of the Dodd-Frank Act, the FDIC is required to establish rules regarding the orderly liquidation in case of a default of a "covered financial company," which is defined as financial company that poses significant risk to the financial stability of the United States. The Act outlines the process for the orderly liquidation of such a covered financial company following the FDIC’s appointment as receiver and provides for additional implementation of the orderly liquidation authority (OLA) by rulemaking. more>	CFTC Open Meeting, January 13, 2011 CFTC Open Meeting, January 20, 2011 FSOC Proposed Rule: Assessment of Fees on Large Bank Holding Companies and Nonbank Financial Companies Supervised by the Federal Reserve Board to Cover the Expenses of the Financial Research Fund Federal Register: Orderly Liquidation Termination Provision in Swap Trading Relationship Documentation for Swap Dealers and Major Swap Participants FDIC Final Rule: Certain Orderly Liquidation Authority Provisions under Dodd-Frank Act FDIC Proposed Rule: Calculation of Maximum Obligation Limitation	Key Dates vary. Click here to view all timelines

Position Limits
Key Pages	Summary	Related Documents / Meetings	Key Dates
Position Limits Regulation Comment Letters White Papers Hearings & Testimony	Position limits are intended to protect futures markets from excessive speculation that could cause unreasonable or unwarranted price fluctuations and are sometimes referred to as "speculative position limits", or "speculative limits". The Commodity Exchange Act (CEA) authorized the CFTC to impose limits on the size of speculative positions in futures markets. more>	CFTC Final Rule: Position Limits for Futures and Swaps CFTC Open Meeting, December 16, 2010 CFTC Open Meeting, January 13, 2011 CFTC Open Meeting, October 18, 2011 Federal Register: Position Limits for Derivatives CFTC Final Rule: Large Trader Reporting Federal Register: Position Reports for Physical Commodity Swaps	Interim and Final Rule: November 18, 2011 Comment Deadline: January 17, 2012 Effective Date: January 17, 2012

Swap Data
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swap Data Regulation Comment Letters White Papers Hearings & Testimony	Among the mandates of the Dodd-Frank Act are requirements that regulatory agencies such as the Commodity Futures Trading Commission (CFTC) and the Securities and Exchange Commission (SEC) create a framework for the transmission, submission, and storage of swap data. As of December 20, 2011, the CFTC had finalized three swap data rulemakings - Registration and Regulation of Swap Data Repositories, Swap Data Recordkeeping and Reporting Requirements and Real-Time Public Reporting of Swap Transaction Data. The SEC has issued two rule proposals regarding the security-based swap data repositories (SDRs) and the reporting and dissemination of swap data through Regulation SBSR. Neither rulemaking has been finalized. more>	CFTC Final Rule: Registration and Regulation of Swap Data Repositories CFTC Open Meeting, December 20, 2011 CFTC Open Meeting, August 4, 2011 Swap Execution Facilities Regulation CFTC Final Rule: Real-Time Public Reporting of Swap Transaction Data CFTC Final Rule: Swap Data Recordkeeping and Reporting Requirements CFTC Proposed Interpretive Statement: Swap Data Repository Confidentiality and Indemnification	Key dates vary. Click here to view all timelines.

Swap Dealers and Major Swap Participants
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swap Dealers and Major Swap Participants Regulation Comment Letters White Papers Hearings & Testimony	The CFTC has issued rule proposals under Dodd-Frank regarding swap dealers (SDs) and major swap participants (MSPs) at six different meetings in 2010 and 2011. The issues discussed were: duties; registration; conflicts of interest; required compliance policies; reporting and recordkeeping; further defining “swap dealer,” “major swap participant” and “eligible contract participant”; business conduct standards, confirmation; confirmation, reconciliation and compression; swap trading relationship documentation; orderly liquidation termination; and margin requirements for uncleared swaps. In late 2011, the commission began issuing final rules pertaining to SD/MSPs. Topics for which a final rulemaking has been issued can be found in the alert box at the top of the page. Summaries and links can also be found below. more>	CFTC Open Meeting, November 10, 2010 CFTC Open Meeting, December 1, 2010 CFTC Open Meeting, December 9, 2010 CFTC Open Meeting, December 16, 2010 CFTC Open Meeting, January 13, 2011 CFTC Open Meeting, January 20, 2011 CFTC Office of the Inspector General - Dodd-Frank Cost-benefit Analyses - April 15, 2011 Definitions of Swap-Related Terms Registered Swap Entities	Key dates vary. Click here to view all timelines.

Swap Entities
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swap Entities Regulation Comment Letters White Papers Hearings & Testimony Swap Execution Facilities Regulation Derivatives Clearing Organizations Regulation Designated Contract Market Regulation Covered Swap Entities Regulation - Margin and Capital Requirements	Swaps regulation is part of the Dodd-Frank Act and has fallen under the jurisdiction of various regulatory agencies such as the CFTC and the SEC. Other agencies are also addressing swap execution facilities such as the Financial Services Authority (FSA) and European Commission. Among the proposed rules and rule changes, many are written to specifically address a certain type of swap entity, such as a swap execution facility (SEF), designated contract market (DCM), derivatives clearing organization (DCO) or swap data repository (SDR). more>	SEC Open Meeting, October 13, 2010 CFTC Open Meeting, December 9, 2010 CFTC Open Meeting, April 27, 2011 CFTC Open Meeting, July 19, 2011 CFTC Final Rule: Provisions Common to Registered Entities Governance Requirements Federal Register: Clearing Agency Standards for Operation and Governance	Key dates vary. Click here to view all timelines.

Swap Execution Facilities
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swap Execution Facilities Regulation Comment Letters White Papers Hearings & Testimony	Swap execution facilities (SEFs) were given life by the Dodd-Frank Act, which requires over-the counter (OTC) swaps to be cleared and traded on this new type of regulated platform. Any swap that clears must trade on an exchange or an SEF. This regulation has fallen under the jurisdiction of various regulatory agencies such as the CFTC and the SEC. Other agencies are also addressing swaps execution facilities such as the Financial Services Authority (FSA) and European Commission. more>	Federal Register: Core Principles and Other Requirements for Swap Execution Facilities CFTC Open Meeting, December 9, 2010 CFTC Open Meeting, December 16, 2010 CFTC Open Meeting, December 5, 2011 CFTC Proposed Rule: Process for a Designated Contract Market or Swap Execution Facility to Make a Swap Available to Trade Swap Execution Facilities - A Comparison of CFTC and SEC Rule Proposals Registered Swap Entities	Key dates vary. Click here to view all timelines.

Swaps Definitions
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swaps Definitions Regulation Comment Letters White Papers Hearings & Testimony	In accordance with the Dodd-Frank Act, the CFTC and the SEC, in consultation with the Board of Governors of the Federal Reserve System, have proposed rules and interpretative guidance under the Commodity Exchange Act (CEA) and the Securities Exchange Act of 1934 to further define the terms "swap dealer," "security-based swap dealer," "major swap participant," "major security-based swap participant," and "eligible contract participant." Under Dodd-Frank, the SEC will have jurisdiction over "security-based" swaps, and the CFTC will have jurisdiction over all other swaps, except for a category known as "mixed swaps" which may have both security-based and non-security-based components. For mixed swaps, the two agencies will have joint oversight responsibilities. Swaps definitions fall into two categories. "Entity definitions" detail which firms and individuals fall are considered to be subject to dealer and swap participant rules. "Product definitions" detail the types of transactions that are considered to be swaps, security-based swaps, and mixed swaps, and also which products may be exempt from agency oversight. more>	CFTC/SEC Joint Final Rule on Swap Entity Definitions CFTC Open Meeting, April 18, 2012 SEC Open Meeting, April 18, 2012 Swaps Definitions Regulation - Interpretive Guidance on Product Definitions - Summary Table [[Federal Register: Further Definition of “Swap Dealer,” “Security-Based Dealer,” “Major Swap Participant,” “Major Security-Based Swap Participant” and “Eligible Contract Participant.” Swaps Definitions Regulation - Stable Value Contracts	Proposal Date: December 22, 2010 Comment Deadline: February 22, 2011 Final Rule Issue: April 2012

Swaps Review
Key Pages	Summary	Related Documents / Meetings	Key Dates
Swaps Review Regulation Comment Letters White Papers Hearings & Testimony Swaps Regulation - End-User Exception to Mandatory Clearing	One of the provisions of the Dodd-Frank Act is an amendment to the Commodity Exchange Act that would prohibit swap transactions unless it were submitted to a Derivatives Clearing Organization (DCO) for clearing, or if the swap met one of the requirements for exemption. In separate meetings, the SEC and CFTC issued proposed rules regarding the process for review of swaps for mandatory clearing. more>	SEC Open Meeting, December 15, 2010 CFTC Open Meeting, July 19, 2011 CFTC Final Rule: Process for Review of Swaps for Mandatory Clearing Swaps Definitions Regulation - Interpretive Guidance on Product Definitions - Summary Table	Proposal Date: November 2, 2010 Final Rule Issue: July 26, 2011 Effective Date: September 26, 2011

Volcker Rule
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Volcker Rule Comment Letters Financial Stability Oversight Council	On October 12, 2011, the U.S. Securities and Exchange Commission (SEC), the Federal Deposit Insurance Corporation (FDIC), the Federal Reserve Board, and the Office of the Comptroller of the Currency issued its proposed regulation to implement Section 619 of the Dodd-Frank Act, the so-called "Volcker Rule," which would prohibit banking entities from engaging in proprietary trading of derivatives and limit the ownership or sponsorship of hedge funds and other private funds to three percent of Tier 1 capital. The document proposes which entities will be subject to the prohibitions, and explains the types of financial transactions that will be exempt from the bans. The proposal seeks comment from the public and market participants on 394 questions on such topics as definitions of banking entities, exemptions, types of activities covered under the rule, and compliance considerations. The deadline for public comment was originally set for January 13, 2012, but on December 23, 2011, the House Financial Services Committee requested a 30-day extension to February 13, 2012. The Dodd-Frank Act mandates that the rule become effective on July 21, 2012, followed by a two-year compliance transition. more>	SEC Open Meeting, October 12, 2011 Commentary: Mining the Volcker Rule Hearing for Nuggets, January 18, 2012 CFTC Proposed Rule: Regarding Prohibitions and Restrictions on Proprietary Trading (Volcker Rule) FSOC - White Paper - Study & Recommendations Regarding Concentration Limits on Large Financial Companies - January 2011 Dodd-Frank Act - White Paper - J.P.Morgan Cazenove: Regulatory Arbitrage series: OW European over US IBs	Proposal Date: October 12, 2011 Comment Deadline: February 13, 2012 Final Rule Issue: July 2012

Whistleblower Provisions
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Whistleblower Provisions Regulation Comment Letters White Papers Hearings & Testimony	At an open meeting on August 4, 2011, the CFTC approved its final rule on its whistleblower program. The rule maintains the “discretionary power” of the Commission with regard to the amount awarded to informants. At an open meeting on May 25, 2011, the SEC issued its final rule under which the whistleblower, in order to be eligible, must "voluntarily provide the SEC with original information that leads to the successful enforcement by the SEC of a federal court or administrative action in which the SEC obtains monetary sanctions totaling more than $1 million.” more>	CFTC Open Meeting, August 4, 2011 SEC Open Meeting, May 25, 2011 CFTC Final Rule: Whistleblower Incentives and Protection SEC Final Rule: Securities Whistleblower Incentives and Protections Whistleblower Provisions Regulation Proposed Rules - CFTC and SEC Shareholder Approval of Executive Compensation and Golden Parachute Compensation	Key dates vary. Click here to view all timelines.

Organizations

European Securities and Markets Authority (ESMA)
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ESMA	The European Securities and Markets Authority (ESMA) is an independent European Union regulatory agency that oversees European securities trading across all of the EU member states. ESMA was established on January 1, 2011, and replaces the Committee of European Securities Regulators (CESR). Steven Maijoor is currently the chairman of the European Securities and Markets Authority (ESMA); he was named to the position on January 13, 2011. more>	Regulation Establishing ESMA

Federal Deposit Insurance Corporation (FDIC)
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FDIC Orderly Liquidation Authority Regulation	The Federal Deposit Insurance Corporation (FDIC) was created by Congress though the Glass-Steagall Act in 1933 in response the frequent bank failures of the 1920s and early 1930s. As an independent agency, the FDIC is charged with maintaining stability in the U.S. financial system by insuring deposits, supervising financial institutions and managing receiverships. Additionally, one of the provisions of the Dodd-Frank Act required the FDIC to establish rules regarding the orderly liquidation of any systemically important financial company encountering a default. more>	Orderly Liquidation Authority Regulation - Comment Letters Federal Register: Orderly Liquidation Termination Provision in Swap Trading Relationship Documentation for Swap Dealers and Major Swap Participants Off-Exchange Forex Regulation Off-Exchange Forex Regulation - Comment Letters Swap Dealers and Major Swap Participants Regulation - Swap Trading Relationship Documentation Requirements - Comment Letters

Financial Stability Oversight Council (FSOC)
Key Pages	Summary	Related Documents	Meetings
FSOC FSOC White Papers	As established under Title I of the Dodd-Frank Act, the Financial Stability Oversight Council (FSOC) provides, for the first time, comprehensive monitoring to ensure the stability of our nation's financial system. It was passed by the House Financial Services Committee on December 2, 2009 to put an end to “too big to fail” financial firms. It was created as a nine-member council, led by the Treasury secretary, to look out for systemic risks. The FSOC will subject to Fed oversight any nonbank financial companies whose financial distress would pose risks to the financial stability of the United States.more>	Macroeconomic Effects of Risk Retention Requirements Study & Recommendations Regarding Concentration Limits on Large Financial Companies Study & Recommendations on Prohibitions on Proprietary Trading & Certain Relationships with Hedge Funds & Private Equity Funds	October 1, 2010 November 23, 2010 January 18, 2011 March 17, 2011

Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues
Key Pages	Summary	Related Documents	Meetings
Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues SEC CFTC	The Advisory Committee on Emerging Regulatory Issues was created on May 11, 2010, five days after the so-called "flash crash" on May 6, 2010, when a single trader mistakenly entered a "sell" order of CME Group's e-Mini S&P 500 futures worth $4.1 billion. The order triggered a frenzy of high frequency trading activity that briefly saw the Dow Jones Industrial Average break 700 points in a matter of minutes. While the market stabilized quickly once the error was discovered, the incident highlighted the potential liquidity problems associated with high speed trading. more>	White Papers Recommendations Regarding Regulatory Response to the Market Events of May 6, 2010	May 24, 2010 June 22, 2010 August 11, 2010 November 5, 2010 February 18, 2011

U.K. Financial Services Authority (FSA)
Key Pages	Summary	Related Documents	Meetings
FSA	The Financial Services Authority (FSA) is an independent non-governmental body that regulates the financial services industry in the UK. Established by Gordon Brown in 1997 when the Labour party came into power, the FSA was granted statutory powers by the Financial Services and Markets Act of 2000. The FSA is accountable to Treasury Ministers and, by extension, Parliament. The FSA receives no government funding and is financed by the firms it regulates. more>

U.S. Consumer Financial Protection Bureau (CFPB)
Key Pages	Summary	Related Documents	Meetings
CFPB Dodd-Frank Act	Established by Title X of the Dodd-Frank Act, the Consumer Financial Protection Bureau (CFPB) will conduct rule-making and enforcement of consumer financial protection laws, promote financial education and monitor financial markets that affect consumers. Many parts of the Dodd-Frank Act relating to the CFPB are planned to go into effect on July 21, 2011. Treasury Secretary Timothy Geithner is charged with creating the CFPB. On September 17, 2010, Elizabeth Warren was named Assistant to the President and Special Advisor to the Secretary of the Treasury on the CFPB. On July 17, 2011, Richard Cordray was nominated as Director of the CFPB, having formerly served as head of the enforcement division at the agency. more>	Video Overview Proposed Organizational Structure

U.S. Commodity Futures Trading Commission (CFTC)
Key Pages	Summary	Related Documents	Meetings
CFTC Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues	The mission of the Commodity Futures Trading Commission (CFTC) is to protect market users and the public from fraud, manipulation, and abusive practices related to the sale of commodity and financial futures and options, and to foster open, competitive, and financially sound futures and options markets. more>		October 1, 2010 October 1, 2010 October 19, 2010 October 26, 2010 November 10, 2010 November 19, 2010 December 1, 2010 December 9, 2010 December 16, 2010 January 13, 2011 January 20, 2011 January 26, 2011 February 24, 2011 April 12, 2011 April 27, 2011 June 14, 2011 July 7, 2011 July 19, 2011

U.S. Securities and Exchange Commission (SEC)
Key Pages	Summary	Related Documents	Meetings
SEC Joint CFTC-SEC Advisory Committee on Emerging Regulatory Issues	The U.S. Securities and Exchange Commission (SEC) is the U.S. regulatory agency charged with the oversight of securities markets and market participants in the U.S. Its mission is to protect investors, to maintain fair, orderly, and efficient markets, and to facilitate capital formation. Mary L. Schapiro is the current chairman of the SEC. more>	Organizational Study and Reform	October 13, 2010 November 3, 2010 November 19, 2010 December 3, 2010 December 15, 2010 January 20, 2011 January 25, 2011 February 2, 2011 February 9, 2011 March 2, 2011 March 30, 2011 April 27, 2011 May 18, 2011 May 25, 2011 June 15, 2011 June 22, 2011 June 29, 2011

Shareholder Approval of Executive Compensation and Golden Parachute Compensation

Time Warner - December 7, 2010

Shareholder Approval of Executive Compensation and Golden Parachute Compensation
December 7, 2010

Media and entertainment company Time Warner Inc. submitted the following comments in its letter:

"The proposed Compensation Discussion & Analysis (CD&A) disclosure should not be mandatory;
If disclosure is required, companies should have the flexibility to consider either the results of only the most recent vote or the results of votes from prior years;
Companies should be allowed to exclude 'say-on-frequency' proposals irrespective of whether the company made a material change to its compensation program; and
Companies should not be required to disclose their determination as to the frequency of their shareholder advisory votes on executive compensation before the filing of their next proxy statement for a meeting at which directors will be elected."

Pfizer - November 18, 2010

Shareholder Approval of Executive Compensation and Golden Parachute Compensation
November 18, 2010

Pharmaceutical company Pfizer Inc. suggests in its letter that although the company provides general support for the proposed rules related to shareholder approval of executive compensation, that the proposals be modified.

The letters says:

"We generally support the Commission's approach to say-on-pay proposals;
The Commission should not mandate disclosure of the consideration given to votes on previous say-on-pay proposals;
We support the Commission's approach to frequency proposals;
We request clarification on company recommendations as to frequency proposals;
The Commission should not require 10-Q or 10-K disclosure on the frequency of future say-on-pay proposals;
We strongly support the proposed amendment of Rule 14a-8 to exclude say-on-pay and frequency proposals, but the scope of the amendment should be clarified;
We support the proposed amendment of Rule 14a-6(a) regarding preliminary filing of proxy materials and the Commission's related transition guidance;
The Commission should modify the proposed 'golden parachute' disclosure requirements to conform to the requirements of the Dodd-Frank Act; and
We agree that 'golden parachute' disclosures should not be provided for previously vested benefits and should not be included in routine proxy statements."

Financial Services Roundtable - November 18, 2010

Shareholder Approval of Executive Compensation and Golden Parachute Compensation
November 18, 2010

From the comment letter:

"We do not believe the Commission should include more specific requirements regarding the manner in which issuers present the shareholder vote on (i) executive compensation or (ii) the frequency of shareholder votes on executive compensation. Rather, the Commission should let best practices evolve as they have in other areas of executive compensation disclosure."

The Financial Services Roundtable also believes that state laws rather than federal law should govern which issuer shares are entitled to vote in say-on-pay or say-on-frequency by shareholders.

Incentive-Based Compensation Arrangements

SIFMA - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

A summary of the comment letter:

"The Proposed Rules' application to controlled groups with more than one covered financial institution should be clarified to ensure that the coverage of the Proposed Rules is appropriately tailored to achieve the purpose of the Dodd-Frank Act and that a lead regulator is appointed for the controlled group to avoid the potential for duplicative reports being filed with multiple regulators and inconsistent and overlapping interpretations of the rules.
The prescriptive rule for deferral of compensation of executive officers is not the least burdensome method to achieve the regulatory goals and is not mandated by Section 956.
The requirement to report the incentive compensation arrangements for each employee is needlessly burdensome.
The definition of executive officer and other concepts in the Proposed Rules should be harmonized with existing regulations issued by many of the Regulators designed to address the same policy issues as the Proposed Rules are designed to address."

Managed Funds Association - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

According to the comment letter, MFA believes:

"the Proposed Rules' approach of excluding client assets under management in calculation the assets of investment advisers is the appropriate method to implement the statutory exemption;"
"the asset test should be based on the net assets of the adviser and not the adviser's gross assets, as an adviser's net assets are a better reflection of the true economic size of the adviser;"
"that payments tied to a person's ownership stake in a hedge fund adviser should not be deemed incentive-based compensation under the Proposed Rules;"
"the Proposed Rules should not apply to employees of a hedge fund adviser who have substantial ownership directly or indirectly in a fund managed by the adviser;" and
"it is important that the $1 billion and $50 billion thresholds be adjusted over time to account for the effects of inflation and the growth of capital markets."

MFA encourages the adoption of a grandfathering provision be applied to compensation that has already been awarded but not paid via an existing employment agreement. It is also suggested that the asset test be required multiple times per calendar year rather than just once. MFA also cautions the SEC regarding overly prescriptive guidelines.

Center on Executive Compensation, Financial Services Roundtable, et al. - May 25, 2011

Incentive-Based Compensation Arrangements
May 25, 2011

The comment letter is sent on behalf of the following organizations:

Center on Executive Compensation
The Financial Services Roundtable
Investment Adviser Association
Investment Company Institute
Managed Funds Association
Private Equity Growth Capital Council
The Real Estate Roundtable
United States Chamber of Commerce

The following points are included in the letter:

The proposed rules entertain a "one-size-fits-all" approach;
The SEC should provide a more detailed cost-benefit analysis to protect qualifying institutions from undue burden;
The asset thresholds ($1 billion and $50 billion) should be indexed for inflation in the future;
The SEC should clarify its definition of "covered financial institution" and "incentive-based compensation," and also the reporting requirements under Rule §248.205; and
More flexibility should be allowed in terms of the timing of annual reports.

Center on Executive Compensation - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

An executive summary of the comment letter:

"Section 956 should be implemented in a board-centric manner;
The authority to determine senior executive compensation should rest with the board;
Broad interpretation risks substituting government decisions for the judgment of the board;
[The rule should] provide more flexibility by implementing Section 956 through guidelines rather than regulations;
Prohibition on inappropriate risks leading to material financial loss should build on existing best practices;
Responsibility for risk mitigation should be overseen by the board of directors but implemented by a larger team;
Most institutions have a well-defined governance structure in place for assessing risk in incentives;
The business judgment of the board is to be respected unless there is evidence of action in bad faith or without due care;
Mandatory deferral of compensation for executive officers of larger institutions exceeds statutory mandate;
Deferral requirement goes beyond statutory authority;
The deferral requirement is ambiguous and creates uncertainty regarding adjustments;
[The rule should] limit board responsibility over compensation to senior executives, rather than extending it to all covered employees;
Section 956 does not give agencies unlimited authority to prohibit excessive compensation.
Boards should have discretion to determine what constitutes excessive compensation;
[The] definition of incentive-based compensation requires clarification;
Boards should have authority to determine what constitutes excessive compensation;
The proposed regulation creates the potential for significant unintended consequences;
[The] proposed regulations contain many duplicative provisions; and
[The rule should] revisit the appropriate regulating agency."

Financial Services Roundtable - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

In the comment letter, The Financial Services Roundtable presents the following concerns:

"The Agencies seem to be moving in a direction that financial institution regulators have never gone;
These overly prescriptive rules will inevitably lead to unintended consequences;
The Agencies must revise the rules to clarify how they intend the rules to apply in the context of consolidated groups; and
It is imperative that the final rules be coordinated or made consistent with the 2010 Interagency Guidance on Sound Incentive Compensation Policies adopted by the OCC, Board, FDIC and OTS, effective June 25, 2010, as well as interpretations issued by the Board under the horizontal review of incentive compensation practices at Large Complex Banking Organizations."

The Roundtable includes in its comment letter a study on incentive-based compensation practices. Suggested revisions are also included for the terms "incentive-based compensation," "covered financial institution," "executive officer" and "other covered employees."

Investment Adviser Association - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

From the comment letter:

"The IAA supports the Commission's efforts to implement its mandate under section 956 of the Dodd-Frank Act. We urge the Commission, however, to be mindful of the differences between depository institutions and investment managers in adopting rules on incentive-based compensation arrangements."

IAA asks for clarification of the following issues:

standards reflecting differences among covered institutions;
the calculation of the threshold;
advisory subsidiaries of banking holding companies; and
the proposal's effective date.

Investment Company Institute - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

From the comment letter:

"The standards for prohibited conduct are not clear;
There is very little, if any, meaningful discussion in the Release about the distinction between 'appropriate' risks and 'inappropriate' risks;
An overemphasis on comparators in determining the 'excessiveness' of compensation could quell legitimate competition for talent;
Statements in the Release about the Agencies' expectations for risk management and internal control personnel are overly prescriptive;
While we strongly support the use of a balance-sheet assets test for determining status as a 'covered financial institution,' the definition could be improved in several respects; [and]
Separate standards for 'larger' firms are not warranted at this time."

The Investment Company Institute indicates in the letter that larger covered financial institutions will have more difficulty adhering to the incentive-based compensation standards set forth by the proposed rules, and that this regulation should be adjusted based on this fact.

Council of Institutional Investors - May 19, 2011

Incentive-Based Compensation Arrangements
May 19, 2011

The comment letter provides the following points in its executive summary:

"Compensation committees should cap incentive awards at a reasonable maximum level, since an unlimited potential upside promotes excessive risk-taking."
"Pay should incorporate company-wide performance metrics, not just business unit performance criteria. This should deter executives from increasing business unit performance in risky ways that might harm the company as a whole."
"Executives should own, after a reasonable period of time, a meaningful position in the company’s common stock, and hold a significant portion of their equity-based compensation for a period beyond their tenure. These measures should help rein in excessive risk-taking by encouraging executives to act in ways that create sustainable shareowner value over the long run. The Council believes a meaningful proportion of executive pay should be in an equity-based form."
"Executives should be prohibited from hedging equity-based awards granted as long-term incentive compensation or other stock holdings in the company."

Better Markets - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

From the comment letter:

"The definition of 'incentive-based compensation' should be expanded to include additional forms of compensation that can serve as incentives to high risk behavior;
Annual reports regarding incentive-based compensation should contain additional detail regarding incentive-based compensation arrangements; they should be submitted to the respective Agencies in a single electronic, searchable format; and they should be updated promptly in the event that compensation arrangements undergo material changes;
The factors used to determine whether compensation is excessive should include the degree to which the officer's services contributed to the long-term health and stability of the specific financial institution;
Reliance upon compensation practices at comparable institutions as a measure of excessive compensation should be severely limited;
Only independent board members should be responsible for overseeing the establishment and oversight of incentive-based compensation arrangements;
Mandatory deferral of incentive-based executive compensation should apply at all covered financial institutions, not only those with over $50 billion in assets; and
The Agencies should prohibit the directors and employees covered by the Proposed Rules from using hedging or other strategies to insulate themselves from potential losses in the value of equity they receive as incentive-based compensation."

Americans for Financial Reform - May 31, 2011

Incentive-Based Compensation Arrangements
May 31, 2011

In the letter, Americans for Financial Reform recommends that the SEC take the following steps to improve the proposed rule:

Strengthen mandatory deferral by requiring a minimum of five years for said deferral, or more than 50 percent of pay deferred, as an alternative to the 50 percent, three-year proposed provision;
Require systemically important banks to ban their executives from hedging pay packages as a method of self-protection against long-term risks, as this would prevent the incentive-based compensation rule from achieving its goal of eliminating inappropriate financial risk-taking;
"Strengthen institutional reporting requirement;" and
"Establish public reporting requirement."

American Bar Association - June 1, 2011

Incentive-Based Compensation Arrangements
June 1, 2011

In the comment letter, the ABA suggests that:

"covered institutions" be given a different compliance timeline or alternate regulation concerning incentive-based compensation, as current rules are unrealistic for institutions that have been previously unregulated;
any entity not included in the definition of "investment adviser" should not then be considered a "covered financial institution;"
the use of a balance sheet test rather than the proposed asset test would be a more appropriate measure of the size of an investment adviser, making necessary the revision of the definition of "total consolidated assets" under the proposed rule; and
"in terms of both risk and compensation,... policies and procedures will have to allow for the mission of the business and the degree to which the covered financial institution's capital is at risk (as opposed to risks that are not only accepted by but are embraced on an agency basis by clients and investors);"
institutions will have to resort to other compensation mechanisms to recover losses resulting from the proposed rules;
deferral requirements in the proposed rule are already covered by other regulation in the Dodd-Frank Act and are thus unnecessary and duplicative;
"the requirement related to board review of compensation arrangements for executive officers at covered financial institutions and deferral in respect of larger covered financial institutions, coupled with the obligation to 'balance' the rewards and risks utilizing methods including 'deferral of payments, risk adjustments of rewards, reduced sensitivity to short-term performance or longer performance periods' is sufficient to meet the policy objectives of Section 956 of the Dodd-Frank Act;" and
sufficient regulation regarding private right of action already exists within Dodd-Frank.

Listing Standards for Compensation Committees

NYSE Euronext - April 29, 2011

Listing Standards for Compensation Committees
April 29, 2011

From the comment letter:

"We believe the 90-day deadline in proposed rule 10C-1(a)(4)(i) should be adequate to formulate and submit proposed rules to the Commission. However, we do not believe exchanges can be under an obligation to have rules approved by the Commission within any set timeframe, because approval by the Commission or its staff acting pursuant to delegated authority is not something an exchange can control."
"We believe that an exchange should be authorized to provide its listed companies a transition period to come into compliance with the exchange's new rules required by rule 10C-1... Similarly, we believe that an exchange should have the flexibility to permit an issuer listing in conjunction with its initial public offering to phase-in its independent compensation committee under the exchange rules to be adopted pursuant to rule 10C-1."
"We believe it would be helpful for the Commission to clarify, in the adopting release or in the rule text, that the general exemptive authority exchanges would have under proposed rule 10C-1(b)(5) is not limited to 'smaller reporting issuers.'"
"We do not believe it would be appropriate for the Commission to specify additional factors that exchanges must consider in developing compensation committee independence standards, beyond those set forth in Section 10C."

Center on Executive Compensation - May 19, 2011

Listing Standards for Compensation Committees
May 19, 2011

A summary of the comment letter:

"A flexible approach to independence is preferable;
Large shareholders may serve on compensation committees;
Look-back period for compensation committee members [is] unnecessary;
Disclosure of selection process for outside advisors is unnecessary;"
Survey and broad-based plan exemptions should be continued; and
The proposed regulations "confuse the roles of compensation and governance committees."

Investment Company Institute - April 28, 2011

Listing Standards for Compensation Committees
April 28, 2011

In the letter, the Investment Company Institute recognizes the need to apply appropriate measures to operating companies' compensation committees, but does not believe that need exists with regard to investment companies "because they do not have compensated executives and, accordingly, do not have compensation committees."

Further:

"We strongly recommend that the Commission exempt all registered investment companies from Rule 10C-1 in view of the fundamental differences between investment companies and other listed companies and the existence of regulatory requirements for investment companies that satisfy the policy goals underlying the proposed rule."
"Consistent with current [Exchange Act] regulations, under the proposal, registered investment companies would not be required to provide disclosure regarding compensation advisers. We support the proposed approach and urge the Commission to incorporate it in any final rules."

CFA Institute - May 18, 2011

Listing Standards for Compensation Committees
May 18, 2011

The CFA Institute states in its letter that it is unnecessary for the SEC to set rules regarding what types of committees, i.e. compensation committees, a company's board should oversee. The board may already have a different committee that handles the responsibilities of a compensation committee, and in such a case, the SEC should set independence regulation for the director(s) of the already established committee(s).

The letter also suggests that having singular broad definitions for the terms "director independence" and "look-back" is excessive due to the fact that exchanges already provide similar, though separate, definitions for these terms.

It is also recommended that compensation advisers be independent of a company and its management.

Better Markets - April 29, 2011

Listing Standards for Compensation Committees
April 29, 2011

From the comment letter:

"The proposed rules should apply to any board members who are responsible for compensation decisions, whether or not they comprise a formal 'compensation committee;'
The proposed rules should be more specific regarding the factors that exchanges must consider when defining independence;
The proposed rules should prohibit compensation committees from retaining non-independent legal counsel;
The proposed rules should enumerate additional factors bearing on the independence of consultants that compensation committees must consider;
The opportunity to cure a breach of the independence standards should be more limited;
The proposed rules should impose additional disclosure requirements to mitigate the potential impact of the exemptions; and
The proposed rules should also broaden the disclosure requirements with respec5t to any conflicts arising from work performed by consultants."

Better Markets Inc. states that the adoption of the above-listed recommendations would ensure the true independence of compensation committees and their consultants, as intended by Congress and by Dodd-Frank.

References

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Executive Compensation Regulation - Comment Letters

From MarketsReformWiki

Contents

Shareholder Approval of Executive Compensation and Golden Parachute Compensation

Time Warner - December 7, 2010

Pfizer - November 18, 2010

Financial Services Roundtable - November 18, 2010

Incentive-Based Compensation Arrangements

SIFMA - May 31, 2011

Managed Funds Association - May 31, 2011

Center on Executive Compensation, Financial Services Roundtable, et al. - May 25, 2011

Center on Executive Compensation - May 31, 2011

Financial Services Roundtable - May 31, 2011

Investment Adviser Association - May 31, 2011

Investment Company Institute - May 31, 2011

Council of Institutional Investors - May 19, 2011

Better Markets - May 31, 2011

Americans for Financial Reform - May 31, 2011

American Bar Association - June 1, 2011

Listing Standards for Compensation Committees

NYSE Euronext - April 29, 2011

Center on Executive Compensation - May 19, 2011

Investment Company Institute - April 28, 2011

CFA Institute - May 18, 2011

Better Markets - April 29, 2011

References

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