Co-authored by David S. Kravitz.

On January 6, the Securities and Exchange Commission again updated its planned schedule for adopting rules and taking other actions to implement the corporate governance and disclosure provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act). As reported in the April 15 and August 5 editions of the Corporate and Financial Weekly Digest, the SEC has on several occasions announced revised planned rulemaking schedules to implement provisions of the Dodd-Frank Act. Below are the updated time periods set forth in the SEC’s current rulemaking schedule for governance and disclosure rules to be proposed and adopted during such time periods, as well as certain related actions. Section references are to the Dodd-Frank Act.

The following rules will be proposed in January-June 2012:

  • Disclosure of pay-for-performance, pay ratios and hedging by employees and directors (Sections 953 and 955)
  • Clawback of executive compensation (Section 954)

The following rules will be adopted in January-June 2012:

  • Exchange listing standards regarding compensation committee independence and factors affecting compensation adviser independence; disclosure regarding compensation consultant conflicts (Section 952)
  • Disclosure related to “conflict minerals” (Section 1502)
  • Disclosure by resource extraction issuers (Section 1504)

The following rules will be adopted in July-December 2012

  • Disclosure of pay-for-performance, pay ratios, and hedging by employees and directors (Sections 953 and 955)
  • Clawback of executive compensation (Section 954)

The following action will be taken in July-December 2012:

  • Delivery of a report to Congress on study and review of the use of compensation consultants and the effects of such use (Section 952)

The pay-for-performance and pay ratio and the “conflict mineral” rules are of particular interest because each has been delayed several times. In its previous timeline released in late July 2011, the SEC expected to have pay-for-performance and pay ratio rules proposed between August-December 2011 and adopted between January-June, 2012. It also expected to have final “conflict mineral” rules adopted between August-December 2011. Both rules have been highly controversial, with commenters expressing concerns over the time and cost associated with compliance. The “conflict mineral” rules in particular have taken an odd path, with original rules proposed in December 2010, the original comment period extended, and the SEC then taking the unusual step of holding a roundtable to solicit outside views after the comment period expired. As to the “conflict mineral” rules, because issuers are required to begin complying with the rules for their first full fiscal year beginning after the date of the promulgation of the rules, the result of the delay into 2012 is that most issuers will not be required to file “conflict mineral” disclosure until 2014 at the earliest.

To view the planned schedule, click here.