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ECONOMIC REPORT OF THE PRESIDENT

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to a shareholder advisory vote on executive compensation, say-on-frequency<br />

refers to the frequency of say-on-pay votes, and golden parachute to advisory<br />

votes on compensation arrangements and understandings in connection<br />

with merger transactions. In 2015, 2,157 Russell 3000 companies had a<br />

say-on-pay vote, providing shareholders with the information they need to<br />

monitor potential abuses and an opportunity for shareholders to voice their<br />

opinion concerning steep increases in executive compensation packages.<br />

Sixty-one Russell 3000 companies (2.8 percent) had shareholders reject their<br />

2015 say-on-pay vote.<br />

In accordance with requirements in the Dodd-Frank Act, the SEC<br />

adopted rules in 2012 directing the national securities exchanges and<br />

national securities associations to prohibit the listing of any equity security<br />

of an issuer that does not comply with new compensation committee and<br />

compensation adviser requirements. To conform their rules to the new<br />

requirements, national securities exchanges that have rules providing for<br />

the listing of equity securities filed proposed rule changes with the SEC.<br />

The Commission issued final orders approving the proposed rule changes<br />

in January 2013.<br />

Sponsors of asset-backed securities are now required to provide<br />

consistent, asset-level information to investors, improving clarity regarding<br />

the risks associated with these securities. Sponsors are also now required to<br />

retain a portion of the credit risk associated with the assets collateralizing<br />

the securities, better aligning the behavior of originators, securitizers, and<br />

investors, and addressing many of the perverse incentives that contributed<br />

to the financial crisis.<br />

Wall Street reform recognized that markets require transparency to<br />

work properly. By shining a light on hidden business structures and increasing<br />

information for all participants, Wall Street reform has helped to realign<br />

incentives so that markets work for everyone.<br />

Protecting Consumers<br />

Consumers often know less about the investment or financial service<br />

they are considering than the financial industry professional with which they<br />

are doing business. Protecting consumers from this problem of asymmetric<br />

information by providing consistent and rigorous consumer protections is<br />

important to preserve consumer confidence in the financial system. If the<br />

consumer believes he or she cannot get a fair deal then the consumer is<br />

less likely to take advantage of the many beneficial financial services that<br />

are available for financing major purchases as well as saving for college or<br />

retirement.<br />

406 | Chapter 6

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