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Shareholder Vote on Executive Compensation Act

Floor Speech

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Date:
Location: Washington, DC

SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION ACT

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Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of words.

The other day, Mr. Chairman, when we originally debated the bill, the chairman of the committee gently admonished one of the other speakers, one of the gentlemen from California, for selectively quoting a particular article.

We all do that, though, don't we? He was making the point Wednesday, when we discussed this bill, about this particular issue, and the chairman, in sort of a gentle nudge, teased him a little bit, but sort of called him out and said, you know, read the entire article.

It seems to me that the chairman of the committee may be falling into that same trap a little bit. Because coming to this floor now and having a conversation of the range of the Securities and Exchange Commission and sort of, by implication, giving the imprimatur of approval on rules that the SEC promulgated is not a great celebration necessarily of the entire framework of the Securities and Exchange Commission.

It is not as if we have a choice today. We are in the minority. We don't get to set the debate. It is not as if we get to take the Etch-A-Sketch of Securities and Exchange law and go and shake it today and come up and create a new thing.

Now, if the gentleman from Georgia says, well, within the context of this, there is something that is decent that is happening here that the SEC has done, then so be it. But that is not an imprimatur of everything----

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Mr. ROSKAM. Mr. Chairman, reclaiming my time, I would suggest the chairman should resist the temptation to overcharacterize a particular argument.

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Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of words.

Mr. Chairman, I think in response to the chairman's observations about the gentleman from Florida's amendment, I do take the chairman at face value that what you are trying to do and the way you are looking at it is trying to create a neutral framework by which these matters are determined. No question about that. But it seems to me that the beauty of this amendment is that it really does seem to get at the heart of the matter that is really prompting this sort of national conversation.

In other words, I think the gentleman from Florida has come up with a more surgical way to accomplish the very task that the chairman of the committee is trying to do. So while the chairman's bill in and of itself is a bit of a blunt instrument, I think that the gentleman from Florida's amendment sharpens that blunt instrument and helps to really cut to the cause and the issue that is before the Congress, and I urge its passage.

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Mr. ROSKAM. Mr. Chairman, I move to strike the requisite number of words.

Mr. Chairman, it is interesting, the majority has now slipped into I think the same arguable bad habit that the chairman accused us of, because now the SEC has been criticized as Presidential appointees lacking the wisdom that Congress has.

Let's just discuss this amendment for a minute, because I really do think it is a good amendment. It gets to the heart of this matter. And it basically, for purposes of our discussion today, Mr. Chairman, it accepts, I think, the premise of the chairman. It says, here we go. Let's go back to the underlying bill and just focus our conversation for a minute. The underlying bill says, let's put a nonbinding referendum on the ballot. The chairman has made a number of arguments in favor of it. But the gentleman from Georgia, essentially says, in this amendment, okay, let's do that, but first, just hit the pause button. Just put the pause button on just for a bit and let the Securities and Exchange Commission, who, over the past day or so of debate, have risen to the point of almost Superman status, they have been so widely complimented and called wise and so forth by the other side of the aisle. Let's ask that commission what their opinion is. Let's study it. Let's look at it. And if, if, if, they say no problem, then there is no problem. No harm, no foul.

The bill is put into place and on we go. But if the Securities and Exchange Commission says that public companies enter into a competitive disadvantage because of this, then ought we not consider that? Shouldn't we then hit the stop button? Because we have heard the other side get up on the floor today and over the past few days and talk about the free market and how they are in favor of capitalism, and we have heard the gentleman from Oregon a couple of minutes ago telling us that the reason that companies are going to Europe is somehow because they don't have shareholder rights, and the logic was so dizzying, I couldn't even follow it.

But accepting everything that the other side says for the sake of argument is then implicit in accepting this amendment. Because all this amendment says, and let's be very clear about it, is it simply says hit the pause button for 90 days. Just wait 90 days. So let's assume for the sake of argument that this blows through the Senate. Let's assume for the sake of argument that it is signed into law on June 1. I would submit to you between June 1 and September 1 we can wait to take the temperature to find out if this is a good idea or if somehow this hinders us competitively.

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Mr. ROSKAM. Mr. Chairman, my only point is that the 2009 date, and that is a fair observation on your part that it's not going to happen tomorrow, but if this becomes law, it's going to happen no matter what. So even if the SEC comes up and sends a signal flair and says, hey, this is going to be a train wreck, this is going to be a real problem; and we're going to see more and more companies either going private, unwilling to go public, which is sort of the subtext of a lot of what's going on, or ultimately going to Europe, my point is that this will not stop.

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