In January 2011, the U.S. Securities and Exchange Commission (SEC) adopted a requirement that companies give shareholders a “say on pay” of senior management. This requirement is part of the implementation of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, passed by the U.S. congress in response to the 2007–2008 market meltdowns and widespread concerns that senior managers were overpaid. Shareholders will be asked to vote on executive compensation packages at least once every three years. The result of the vote is non-binding on the company. Results of the shareholder vote must be publicly disclosed.

In Canada, the Ontario Securities Commission is considering similar requirements.

A) With what theory of executive compensation is “say on pay” most consistent? Explain.

B) The SEC is proposing that the compensation committee of the board of directors must consist of members independent of management. Also, the committee will have full authority to retain consultants, lawyers, and other advisors. Would such proposals, if implemented, eliminate the need for giving shareholders a say on pay? Explain.

C. The expected utility of compensation to a manager can be much less than the sum of dollar compensation, share, and option awards. Explain why.

D) Do you think the “say on pay” requirements and implementation of the SEC proposals on compensation committee member independence and freedom to hire advisors will be effective in increasing the efficiency of executive compensation contracts? Explain. Define a (second-best) efficient compensation contract as part of your answer.