The Securities and Exchange Commission recently proposed rules that, 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," and provide that compensation committees must consider certain independence factors before engaging compensation advisers. The rule proposals also include new disclosure requirements concerning the use of such advisers and conflicts of interest that would apply to all reporting companies (whether or not listed). The rules are intended to implement the provisions of Section 952 of the Dodd-Frank Wall Street Reform and Consumer' Protection Act of 2010, which added Section 10C to the Securities Exchange Act of 1934.