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Type: FCA Regulation
PART 611 - ORGANIZATION
Subpart D - Compensation Practices of Farm Credit Banks and Associations


611.410 Advisory votes on senior officer compensation.
(a) Farm Credit banks and associations must hold advisory votes on the compensation for all senior officers meeting the definition of 619.9310 of this chapter and the requirements of paragraphs (b) and (c) of this section. Stockholders must be allowed to cast an advisory vote on the compensation of the chief executive officer that is separate from the advisory vote on other senior officer compensation. Advisory votes on compensation must be held in accordance with the policies and procedures established under 611.360.
(b) If compensation, as reported in the most recent annual report, for either the chief executive officer or the aggregate senior officer group increased 15 percent or more from the previous reporting period, the Farm Credit bank or association must hold an advisory vote.
(1) All compensation reported in the Compensation Table of the annual report (or the annual meeting information statement), except changes in pension benefits value reported under 620.6(c)(3)(iii)(D) of this chapter, must be included in the calculation to determine if an increase of 15 percent or more occurred in reported compensation amounts.
(2) Compensation of employees reported in the Compensation Table of the annual report (or the annual meeting information statement) pursuant to 620.6(c)(2)(i) of this chapter may be excluded when determining if an increase of 15 percent or more occurred.
(3) No advisory vote is required if the 15 percent or more increase in compensation is solely because of a change during the reporting period in the senior officers included in the aggregate or the chief executive officer.
(c) Each association must hold an advisory vote on senior officer compensation when 5 percent of the voting stockholders petition for the vote.
(1) Stockholders may petition for an advisory vote on the compensation of the chief executive officer, the aggregate senior officer group, or both.
(2) Employees reported in the Compensation Table of the annual report (or the annual meeting information statement) pursuant to 620.6(c)(2)(i) of this chapter may be excluded when holding a vote by petition.
(3) The association must disclose the petition authority in the annual report to shareholders pursuant to 620.6(c)(6) of this chapter.

[77 FR 60596, Oct. 3, 2012]

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