Notice of Petition - "Compensation, Retirement Programs and Related Benefits" Peggy Jo Jones 3216 S. Rookery Lane Boise, ID 83706-5471
April 20, 2013
Barry F Mardock Deputy Director, Office of Regulatory Policy, Farm Credit Administration 1501 Farm Credit Drive McLean, VA 22102-5090
Dear Barry Mardock:
Thank you for requesting comment on the regulatory petition filed by The Farm Credit Council regarding the Agency's say on pay mandatory shareholder vote on compensation matters.
As an Outside Appointed Director of Farm Credit East, I support the request contained in the Council's petition that the agency withdraw the say on pay vote requirement. Asking shareholders to vote on matters that are the purview of the board of directors is inconsistent with the Farm Credit Act, with cooperative principles, undermines the role and responsibility of directors to represent the interests of shareholders and increases litigation exposure for directors and institutions. Shareholder engagement on compensation matters already exists through the disclosure requirements that are in place and the ability of shareholders to express their views on these matters to management and boards at any time.
As a member of the board's Compensation Committee, I feel this provision also undermines the responsibility that FCA has given that Committee. FCA has strenghten the accountablity of this committer in the past few years and this provision takes that away.
Please modify the final rule on compensation and benefit program disclosure to remove the requirement for say on pay voting.