USA: proposed Bills - beneficial ownership and executive pay

As the Democratic candidates' race for the presidency draws to a close, it's worth noting a couple of corporate governance related Bills introduced to Senate earlier this year by Hillary Clinton and Barack Obama.

Senator Obama - along with Senators Levin and Coleman - introduced the Incorporation Transparency and Law Enforcement Assistance Act (S. 2956).  The purpose of the Act, to quote directly from it, is "[to] reduce the vulnerability of the United States to wrongdoing by United States corporations and limited liability companies with unknown owners". The Act will require corporations and limited liability companies formed within the States to provide the State of incorporation with the identity of the corporation/ company's beneficial owner(s). A "beneficial owner" is defined as "an individual who has a level of control over, or entitlement to, the funds or assets of a corporation or limited liability company that, as a practical matter, enables the individual, directly or indirectly, to control, manage, or direct the corporation or limited liability company".

Senator Clinton introduced the Corporate Executive Compensation Accountability and Transparency Act (S. 2866).  Section 4 provides shareholders with a mandatory "say on pay" vote at the company's annual meeting.  In Section 5 the Bill contains measures designed to deal with the potential conflicts faced by remuneration consultants.