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April 6, 2005 Securities and Exchange Commission Dear Securities and Exchange Commission, I am writing to urge the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure. Too often executives are richly rewarded even when their companies' performance is below par. Without better disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation. The newly proposed rules will make this crucial information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, pensions and detailed compensation breakdowns will make it clear exactly how much top executives are earning and why. I believe that CEO pay should be set by independent directors. Under the proposed rule, a director could secretly do $120,000 in business with a company, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders should be told if directors have potential conflicts of interest, no matter what the amount. I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors to understand how pay and performance match up, companies need to explain more clearly what level of performance is necessary for a particular level of pay. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay. Even the author of "the bible on executive pay" noted that his book was partly to blame for the rapid rise in executive pay in a C-Span televised interview. When polled, every corporation on Fortune magazine's list stated that they wanted their CEO pay to be ranked in the top 50% of that list. Since that revelation, CEO pay seems to have increased on that basis. It's time that CEO pay is brought back to the basics of "equal pay for equal work." Sincerely,
Charles Branch |