Page:United States Statutes at Large Volume 124.djvu/1928

124 STAT. 1902 PUBLIC LAW 111–203—JULY 21, 2010 ‘‘(A) IN GENERAL.—The compensation committee of an issuer, in its capacity as a committee of the board of direc- tors, may, in its sole discretion, retain or obtain the advice of a compensation consultant. ‘‘(B) DIRECT RESPONSIBILITY OF COMPENSATION COM- MITTEE.—The compensation committee of an issuer shall be directly responsible for the appointment, compensation, and oversight of the work of a compensation consultant. ‘‘(C) RULE OF CONSTRUCTION.—This paragraph may not be construed— ‘‘(i) to require the compensation committee to implement or act consistently with the advice or rec- ommendations of the compensation consultant; or ‘‘(ii) to affect the ability or obligation of a com- pensation committee to exercise its own judgment in fulfillment of the duties of the compensation com- mittee. ‘‘(2) DISCLOSURE.—In any proxy or consent solicitation material for an annual meeting of the shareholders (or a special meeting in lieu of the annual meeting) occurring on or after the date that is 1 year after the date of enactment of this section, each issuer shall disclose in the proxy or consent mate- rial, in accordance with regulations of the Commission, whether— ‘‘(A) the compensation committee of the issuer retained or obtained the advice of a compensation consultant; and ‘‘(B) the work of the compensation consultant has raised any conflict of interest and, if so, the nature of the conflict and how the conflict is being addressed. ‘‘(d) AUTHORITY TO ENGAGE INDEPENDENT LEGAL COUNSEL AND OTHER ADVISERS.— ‘‘(1) IN GENERAL.—The compensation committee of an issuer, in its capacity as a committee of the board of directors, may, in its sole discretion, retain and obtain the advice of independent legal counsel and other advisers. ‘‘(2) DIRECT RESPONSIBILITY OF COMPENSATION COM- MITTEE.—The compensation committee of an issuer shall be directly responsible for the appointment, compensation, and oversight of the work of independent legal counsel and other advisers. ‘‘(3) RULE OF CONSTRUCTION.—This subsection may not be construed— ‘‘(A) to require a compensation committee to implement or act consistently with the advice or recommendations of independent legal counsel or other advisers under this subsection; or ‘‘(B) to affect the ability or obligation of a compensation committee to exercise its own judgment in fulfillment of the duties of the compensation committee. ‘‘(e) COMPENSATION OF COMPENSATION CONSULTANTS, INDE- PENDENT LEGAL COUNSEL, AND OTHER ADVISERS.—Each issuer shall provide for appropriate funding, as determined by the compensation committee in its capacity as a committee of the board of directors, for payment of reasonable compensation— ‘‘(1) to a compensation consultant; and ‘‘(2) to independent legal counsel or any other adviser to the compensation committee.