With its army of lawyers and accountants, the
US Securities and Exchange Commission is not renowned as one of the
world’s major joke factories. But Christopher Cox, its chairman, seems
determined to imbue it with an impish sense of humour.
The chairman of the US markets watchdog – a
former congressman with a history of April Fool pranks – approved the
issuing of
a spoof press release
supposedly announcing
“plans” to require publicly-listed companies to reveal the pay and perks
of the “top 100 people who make more than the CEO”.
In the real world, the SEC already has
proposed a rule requiring disclosure for a company’s three highest paid
people.
Known as the “Katie Couric provision”,
after the US news anchor, its aim is to get companies to show how much
they are paying celebrities and sports stars to sit on their boards.
But in the spoof release, issued at Mr
Cox’s initiative, the SEC quoted “April Fuhrst”, an SEC spokeswoman,
promising the changes would “reveal a treasure trove of titillating
information”.
“From readers of People Magazine to those
who are now assembling their fantasy baseball league rosters, regular
Americans will appreciate the ready access they’ll have to this new data,”
she is quoted as saying.
“It will show compensation levels not only
for Wall Street traders but also movie stars, professional athletes and
network anchors.”
An SEC economist billed as “Anita
Moore-Profit” said the SEC had settled on the 100 figure for convenience.
“It’s a round number. Something people can remember.”
April Fool jokes are unheard of at the SEC.
It was founded in the wake of the Wall Street crash of 1929 – hardly a
laughing matter.
But Mr Cox has recently tried to inject
levity into the agency’s often leaden proceedings, building on his history
as a congressional prankster.
Shortly after singer Janet Jackson’s
infamous “wardrobe malfunction” at the Super Bowl, Mr Cox – then a
Republican lawmaker from California – issued a “press release” announcing
that her brother Michael Jackson had agreed on a bill to “curb indecency
on the public airwaves”.
Mr Cox last month held a press briefing to
unveil a sting on companies punting penny stocks through spam emails,
dubbed “Operation Spamalot”.
How the attempt at humour will go down
among the SEC’s hard-boiled enforcement lawyers remains to be seen. But it
can only help the SEC as its seeks to shake off an image abroad as among
the most aloof regulators.
The test may come next week in Mumbai,
where the world’s markets regulators will gather for their annual meeting.
The
Securities and
Exchange Commission sent
this press release to journalists on Sunday, April 1 – April Fools’ Day.
Qouting a spokeswoman by the name of April
Fuhrst, it purports to announce plans to force public companies to reveal
the pay and perks of the “top 100 people who make more than the CEO”.
The full, unedited text of the spoof release
follows below.
EMBARGOED
UNTIL RELEASED BY SOURCE 2007-1234
SEC TO PROPOSE REVISED ’KATIE COURIC’ RULE
Washington, DC, April 1 2007 - The Securities and Exchange
Commission today announced plans to expand disclosure of how public
companies compensate their highest-paid talent. Under the proposed new
rules, disclosure will now extend to the top 100 people who make more than
the CEO.
The Commission’s pending proposal to extend
pay reporting to non-executive officers -- the so-called ”Katie Couric
rule” -- had been limited to the top three people who make more than the
CEO.
”The proposed changes will reveal a
treasure trove of titillating information,” said SEC spokeswoman April
Fuhrst. ”From readers of People Magazine to those who are now assembling
their fantasy baseball league rosters, regular Americans will appreciate
the ready access they’ll have to this new data. It will show compensation
levels not only for Wall Street traders but also movie stars, professional
athletes, and network anchors. Corporate payments to college athletes will
be specifically included, so everyone will have better luck next year when
they fill out their college basketball brackets.”
The Commission arrived at 100 as the
appropriate number after extensive economic analysis. ”We received bunches
of comments from all sorts of people who didn’t want their pay disclosed,”
said the SEC’s Deputy Chief Economist, Anita Moore-Profit, ”so we knew
there must be lots of them out there. We basically settled on 100 for
convenience. It’s a round number. Something people can remember.”
Simultaneously with the issuance of its economic analysis, the Commission
took the unusual step of suing itself - both to save time, and to be
assured of being on the winning side when the court rules.
The proposal to require pay disclosures for
more people also includes provisions for real-time disclosure, which build
upon the SEC’s commitment to interactive data.
”Since the payroll function in virtually
every public company is now electronic,” said Edgar Philing, the SEC’s
Assistant Chief Information Officer, ”there is no reason the SEC can’t
receive the information about a bank deposit or withdrawal at the same
time it’s made. So when the CEO’s paycheck is automatically deposited,
ordinary investors could get an RSS feed on their laptops or handhelds
alerting them to the news. The same would be true for the reporting of
perquisites. Each use of an executive’s credit card would show up on EDGAR
at the same instant.”
Real-time data input, in turn, would open
up the possibility of instant comparisons among companies, across
industries, and between people within a given company. ”We could
immediately see which is the most popular car to drive among the nation’s
highest-paid people, or what the best restaurants are,” said Rita Tennkae,
Associate Deputy Director of the Division of Corporation Finance. ”This is
information that people can really use.”
The opportunity to obtain data in real time
could also offer an advance alert to investors that it may be time to sell
a company’s stock. ”For instance,” said Sue Offen, Assistant Deputy
Director of the Enforcement Division, ”if you notice the CFO is making
late-night infomercial purchases, that might signal insomnia -- which in
turn could mean troublesome issues on the company’s radar that are keeping
the execs awake nights.”
Before voting unanimously to publish the
revised proposal for public comment, the Commission devoted over 400 hours
to so-called executive session meetings to reconcile the differing views
of Commissioners. In the end, the sheer length of the debate among
Commissioners led to some reluctant acquiescence.
”Chairman Cox pushed what is obviously a
priority for him through hours and hours and hours of exhausting
discussion, and months and months of proposal and re-proposal,” said
Commissioner Annette Nazareth. ”Frankly, I don’t understand the reasons
for this, but I can no longer remember my original objections,” she added.