Notice of Petition - "Compensation, Retirement Programs and Related Benefits" Ronald Rahjes PO Box 262 Kensington, KS 66951-0262
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 a director of a Farm Credit System institution, 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. Additionally, the use of say-on pay proposals introduces an inordinate amount of emotion into the decision, which is often in direct conflict with sound business decisions.
To the best of my knowledge, directors of Farm Credit institutions have not abused their fiduciary responsibility in matters of executive compensation and, thus, have NOT disadvantaged any stockholder.
Please modify the final rule on compensation and benefit program disclosure to remove the requirement for say on pay voting.