Key takeaways 

• The Securities and Exchange Commission recently proposed rules on compensation committee independence that are intended to implement the provisions of Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. 
• The proposed rules, among other things, direct each national securities exchange (e.g., the NYSE and NASDAQ) to establish listing standards that require, subject to certain exceptions, each member of a listed equity issuer’s compensation committee (or any other committee of the board that oversees executive compensation) to be a member of the board of directors and to be “independent.” 
• The proposed rules also provide that compensation committees must consider certain independence factors before engaging compensation advisers and include new disclosure requirements concerning the use of such advisers and conflicts of interest.