SEC Proposed Rules Could Result in More Benefit Disclosures

January 19, 2006 – The Securities and Exchange Commission (SEC) has recently undertaken initiatives to ensure that investors have more complete information about the corporate governance and the financial obligations (liabilities) of the companies in which they invest. This includes compensation of various kinds received by executives and members of boards of directors of such companies.

In keeping with this policy, the SEC is proposing changes to rules on the disclosure of such compensation obligations, including retirement benefits, on certain proxy statements, annual reports and registration statements. The SEC yesterday released these proposed rules for public comment.

In its news release, under the section “Executive and Director Compensation,” is the proposed requirement to provide disclosures in the form of tables showing potential annual retirement benefits and payments, deferred compensation and nonqualified deferred compensation plan balances, executive and company contributions, earnings and withdrawals, and disclosure of potential payments or benefits upon executive termination or a change in business control. If implemented, the proposed rules could result in companies being required to make wider disclosure of this retirement plan information.

The SEC news release announcing this request for public comment can be found at