Corporate governance in the post Sarbanes-Oxley period: Compensation disclosure and analysis (CD&A)

In recent years, the entire fabric of corporate governance, certainly in the United States, has dramatically changed. With the passage of what has colloquially become known as SOX (the Sarbanes-Oxley Act of 2002), US-based corporations have operated under stricter governance guidelines than at any previous time, especially as regards the structure of boards of directors and financial oversight of the corporation. A now perennial governance “hot button” issue not addressed by SOX is concern over continually rising executive compensation. Until the 2006 adoption of new compensation disclosure guidelines by the Securities and Exchange Commission (SEC), it had been nearly 15 years since federal attention had been devoted to compensation guidelines or regulations. Beginning with 2007 filings, US corporations must now include a Compensation Disclosure and Analysis (CD&A) section. The intent behind the CD&A is to provide investors access to clear explanations of executive compensation and the philosophy that underlies compensation. As often happens, this good intent is accompanied by several unintended risks that may mitigate the effectiveness of the CD&A.