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United States · Bill · HR

H.R. 3269 (111th)

Corporate and Financial Institution Compensation Fairness Act of 2009

referredUnited States· United States Congress· EN

Introduced

21 July 2009

Last action

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Status

Received in the Senate and Read twice and referred to the Committee on Banking, Housing, and Urban Affairs.

Sponsors

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Subjects

Discovery layer

Source updated

7 April 2025

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Summary

Corporate and Financial Institution Compensation Fairness Act of 2009 - Amends the Securities Exchange Act of 1934 to require that any proxy or consent or authorization for an annual shareholders meeting provide for a separate shareholder vote to approve executive compensation as disclosed pursuant to rules of the Securities and Exchange Commission (SEC). States that the shareholder vote: (1) shall not be binding on the corporation or the board of directors; (2) shall not be construed as overruling a board decision, nor as creating or implying any additional fiduciary duty by such board; nor (3) shall such vote be construed to restrict or limit the ability of shareholders to make proposals for inclusion in such proxy materials related to executive compensation. Sets forth procedures for disclosure and shareholder approval of golden parachute compensation. Directs the SEC to prescribe standards relating to compensation committees. Requires each member of the compensation committee of the issuer's board of directors to be a member of the issuer's board of directors, and to be otherwise independent. Requires a compensation consultant, legal counsel, or other adviser to the compensation committee of any issuer to meet SEC standards for independence. Authorizes the compensation committee of each issuer to engage independent counsel and advisors. Directs the SEC to study and report to Congress on the use of compensation consultants meeting certain standards for independence. Requires the appropriate federal regulators to prescribe jointly regulations requiring each covered financial institution to disclose to the appropriate federal regulator the structures of the incentive-based compensation arrangements for the institution's officers and employees sufficient to determine whether the compensation structure: (1) is aligned with sound risk management; (2) is structured to account for the time horizon of risks; and (3) meets other criteria appropriate to reduce unreasonable incentives for officers and employees to take undue risks. Requires such regulators to prescribe joint regulations that prohibit any compensation structure or incentive-based payment arrangement that encourages inappropriate risks by financial institutions or their officers or employees that could: (1) threaten the safety and soundness of covered financial institutions; or (2) present serious adverse effects on economic conditions or financial stability.

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Documents

11 official files

Referred in Senate (text)

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