On February 6, the SEC released a request for public comment on Reconsideration of the Pay Ratio Rule Implementation required by Section 953(b) of the Dodd-Frank Act. As it stands (unless the rule is delayed or repealed) most companies will be required to comply with the rule in their 2018 proxy statements. The Commission is seeking comment from interested parties within the next 45 days, and acting Chairman Mike Piwowar has instructed the SEC staff to review comments and make a recommendation to the Commission on whether and how to implement the rule.
In the earlier stages of the implementation process, the Commission has been particularly interested in comments demonstrating unanticipated expense and/or invasions of privacy associated with complying with the rule. In the proposing and adopting releases, the staff appeared to struggle with identifying the specific objectives that the rule is intended to achieve, ultimately concluding that the Pay Ratio is a company specific metric, rather than one that contributes to company-by-company comparisons (as is typical of SEC disclosure rules). Moreover, despite some improvements in the final rule (e.g., recalculation of the median employee triennially, exclusion of up to 5% foreign-based employees) the final rule remains very burdensome for issuers, particularly those with large overseas operations and/or disparate employee populations. Now acting-Chairman Piwowar emphasized these points in his dissenting statement.
Aon Hewitt Comments
With the first disclosures for most companies set to be made in less than a year’s time, this release by the Commission represents likely the last opportunity to seek adjustments, delay or repeal of the Pay Ratio rule prior to the first disclosures. In addition, in prior rounds of comments, the SEC received numerous comment letters from proponents of the rule, and we would expect the same in response to this request for comment. Therefore, we recommend that those who will be impacted by the rule submit comments to the SEC, including through industry trade groups that have been very active in this space, in advance of the 45-day deadline, if possible.
About Aon Hewitt
Aon Hewitt empowers organizations and individuals to secure a better future through innovative talent, retirement, and health solutions. We advise, design, and execute a wide range of solutions that enable clients to cultivate talent to drive organizational and personal performance and growth, navigate retirement risk while providing new levels of financial security, and redefine health solutions for greater choice, affordability, and wellness. Aon Hewitt is the global leader in human resource solutions, with over 35,000 professionals in 90 countries serving more than 20,000 clients worldwide across 100+ solutions. For more information on Aon Hewitt, please visit aonhewitt.com.
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