Notice of Petition - "Compensation, Retirement Programs and Related Benefits" Rocki-Lee DeWitt 55 Colchester Ave Burlington, VT 05405-1713
April 18, 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.
In my informed opinion as a scholar of business strategy and as a long-serving outside (appointed) director, I believe it is my responsibility and the responsibility of my fellow board members to determine the most appropriate compensation package for our leadership. Compensation is not a stand alone issue -- it is intimately tied to the other issues we address. It is the responsibility of the borrower-member to determine if I/we are the appropriate individuals to represent their interests as it pertains to this interrelated set of issues. If I fail to represent their interests then it is I who should be "recalled".
Furthermore, 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.
Please modify the final rule on compensation and benefit program disclosure to remove the requirement for say on pay voting.