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Published on Barney Frank For Congress (http://www.barneyfrank.net)

EXECUTIVE COMPENSATION LEGISLATION

Congressman Frank is the lead sponsor of The Protection Against Executive Compensation Abuse Act (H.R. 4291), which would require that stockholders of public companies be provided more information about senior management compensation packages, and require shareholder approval of executive compensation plans. The following are excerpts from recent media coverage of this issue.

Excerpt from May 24, 2006 Interview on Fox,s "Your World with Neil Cavuto"
Frank: "Well, I want to give the stockholders the right to make these decisions. I don,t think Congress or any element of the federal government ought to be setting the salaries.

But, we have this problem now where, frankly, the role of boards of directors as independent monitors has really failed us in a number of corporations. You have compensation consultants that get hired by the CEOs for the boards, and they get hired if they say they should get a lot of money.

What,s happening now is, CEO salaries and the salaries of a few top people have now risen to the point where they take away money that ought to be going to more productive purposes.

Therei s no correlation that anyone has been able to show between these snormous salaries and any kind of corporate success.

And the answer, I thnk, is - now, the SEC, Chris Cox, to his credit, has just said, look, these things are so hidden that nobody even knows how much they,re getting paid. They manage to hide it.

And he is requiring now, I hope - they,ve got a proposal they they,re about to vote that would make it clearer what they,re getting.

We just want to take that one step further, and say that the stockholders can obviously decide to pay whatever they want, but we want that to be part of a stockholder vote…

One important thing in particular - we just saw this with Fannie Mae --- we have the problem where there are these incentives, and if the executive hits a certain point of profit, he gets all this extra money.

And what we,ve found is that that leads to a lot of manipulation in some cases. So, we want all those simply to be made part of what the stockholders have to vote on. If the stockholders vote for it, if they want to buy the newspaper…

CAVUTO: But, do you think that gives them more incentive, if those kind of things are built in?

FRANK: No. No, I do not.

CAVUTO: Really?

FRANK: I - I think, frankly, that says that they must be pretty scurvy people, that they get all this money to do a job, but they won,t fully do the job unless do extra.

CAVUTO: OK.

FRANK: Look most of us in life don,t get extra incentives. You and I work for a salary. I,m not in poverty. I don,t think you are. But I don,t need an extra incentive to do my job. I do it because I get a good salary. I,m committed to doing the right thing. And that,s what I do.

Excerpt from May 10, 2006 Dallas Morning News Column ("New life for truth-in-pay bill" by Cheryl Hall)
U.S. Rep. Barney Frank owes Exxon Mobil Corp.,s Lee Raymond a thank-you note.

In November, the Democratic Congressman from Massachusetts introduced a bill that would force public corporations to give easy-to-read, fully detailed reports on their tops executives, pay, retirement, perks and golden parachutes.

But it was going nowhere until last week, when all 33 Democrats on the Republican-dominated House Financial Services Committee forced hearings in the near future on the bill.

Mr. Raymond,s stupefying retirement package and high gasoline prices created this solidarity, says Mr. Frank, who sees executive compensation escalation as corporate America,s arms race.

"It,s not simply that these guys are getting large amounts of money," says Mr. Frank. "But, they,re getting large amounts of money at the same time that large numbers of workers are seeing their pensions jeopardized, their wages frozen in real terms, their jobs abolished."

…Under Frank,s bill, companies would have to 'fess up to the private jets, limos, vacations, maids and special considerations that otherwise might have been buried in incomprehensible verbiage.

[Frank,s legislation] is similar in many respects to new rules the Securities and Exchange Commission is about to hand down…[but] there is one critical difference. His bill would give shareholders the right to vote on whether the execs deserve the bounty.

"CEOs pick the boards of directors, and the boards of directors pick the CEOs," says Mr. Frank. They scratch each other,s back. So there is no market mechanism for controlling CEO salaries. The only way to do that is to give stockholders a chance to vote."

Excerpt from May 15, 2006 Los Angeles Times ("Exec Pay is Focus of Public Attention" by Jonathan Peterson)
Rep. Barney Frank (D-Mass.) sponsor of a bill to give shareholders power to veto big pay deals…enlisted each of the [Financial Services Committee,s] Democrats to demand the hearing, which he hopes will galvanize interest in his legislation…

In a time of $3 gas, frozen pensions and rising healthcare costs, executive pay is in the spotlight. Politicians point to the nearly $400 million package for former Exxon Mobil Corp. Chairman Lee Raymond and other deals as signs of broader unfairness in the American economy and a growing gulf between corporate chieftains and rank-and-file workers.

"It,s a symbol of what,s going on in the economy, of great wealth being hoarded by a handful of people," Frank said. "The economy is out of whack."

…His bill would require shareholder approval of compensation plans for publicly traded companies. It would also require companies to disclose their policies for taking back incentive pay when the goals are not truly met.


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