<P> Section 951 of Dodd--Frank deals with executive compensation . The provisions require the SEC to implement rules that require proxy statements for shareholder meetings to include a vote for shareholders to approve executive compensation by voting on "say on pay" and "golden parachutes ." SEC regulations require that at least once every three years shareholders have a non-binding say - on - pay vote on executive compensation . While shareholder are required to have a say - on - pay vote at least every three years, they can also elect to vote annually, every two years, or every third year . The regulations also require that shareholders have a vote at least every six years to decide how often they would like to have say - on - pay votes . In addition, companies are required to disclose any golden parachute compensation that may be paid out to executives in the case of a merger, acquisition, or sale of major assets . Proxy statements must also give shareholders the chance to cast a non-binding vote to approve golden parachute policies . Although these votes are non-binding and do not take precedence over the decisions of the board, failure to give the results of votes due consideration can cause negative shareholder reactions . Regulations covering these requirements were implemented in January 2011 and took effect in April 2011 . </P> <P> Section 952 of Dodd--Frank deals with independent compensation committees as well as their advisors and legal teams . These provisions require the SEC to make national stock exchanges set standards for the compensation committees of publicly traded companies listed on these exchanges . Under these standards national stock exchanges are prohibited from listing public companies that do not have an independent compensation committee . To insure that compensation committees remain independent, the SEC is required to identify any areas that may create a potential conflict of interest and work to define exactly what requirements must be met for the committee to be considered independent . Some of the areas examined for conflicts of interest include other services provided by advisors, personal relationships between advisors and shareholders, advisor fees as a percentage of their company's revenue, and advisors' stock holdings . These provisions also cover advisors and legal teams serving compensation committees by requiring proxy statements to disclose any compensation consultants and include a review of each to ensure no conflicts of interest exist . Compensation committees are fully responsible for selecting advisors and determining their compensation . Final regulations covering issues surrounding compensation committees were implemented in June 2012 by the SEC and took effect in July 2012 . Under these regulations the New York Stock Exchange (NYSE) and NASDAQ also added their own rules regarding the retention of committee advisors . These regulations were approved by the SEC in 2013 and took full effect in early 2014 . </P> <P> Section 953 of Dodd--Frank deals with pay for performance policies to determine executive compensation . Provisions from this section require the SEC to make regulations regarding the disclosure of executive compensation as well as regulations on how executive compensation is determined . New regulations require that compensation paid to executives be directly linked to financial performance including consideration of any changes in the value of the company's stock price or value of dividends paid out . The compensation of executives and the financial performance justifying it are both required to be disclosed . In addition, regulations require that CEO compensation be disclosed alongside the median employee compensation excluding CEO compensation, along with ratios comparing levels of compensation between the two . Regulations regarding pay for performance were proposed by the SEC in September 2013 and were adopted in August 2015 . </P> <P> Section 954 of Dodd--Frank deals with clawback of compensation policies, which work to ensure that executives do not profit from inaccurate financial reporting . These provisions require the SEC to create regulations that must be adopted by national stock exchanges, which in turn require publicly traded companies who wish to be listed on the exchange to have clawback policies . These policies require executives to return inappropriately awarded compensation, as set forth in section 953 regarding pay for performance, in the case of an accounting restatement due to noncompliance with reporting requirements . If an accounting restatement is made then the company must recover any compensation paid to current or former executives associated with the company the three years prior to the restatement . The SEC proposed regulations dealing with clawback of compensation in July 2015 . </P>

The sec has the following enforcement mechanisms available to them except