In an unusual memorandum spelling out the law on disclosure, the law on disclosure, the Securities and Exchange Commission yesterday warned publicly held companies to be sure they reveal all forms of payment made to their officers and directors, including certain personal benefits or perquisites.
The 16-page memo, signed by SEC secretary George A. Fitzsimmons, was prepared in answer to inquiries the commission said it has received from companies wondering what they must disclose in filings with the federal government.
It was also prompted by a recent series of securities cases suggesting that some firms may not appreciate the degree of diclosure required of them according to a statement which accompanied release of the memo.
In addition to salaries, bonuses and stock options, which have been customarily disclosed, the SEC has taken a more aggressive view of those executive benefits a company's stockholders should know about. Among those specifically cited in the memo are:
Home repairs and improvement:
Housing and other living expenses (including domestic service) provided at principal and/or vacation residences:
The personal use of company property such as automobiles, planes, yachts, apartments, hunting lodges or company vacation houses:
Personal travel expenses:
Personal entertainment and related expens
Legal, accounting and other professional fees for matters unrelated to company business.
"I'm sure we're not aware of many other (perquisites)," said Linda L. Griggs, an attorney in the SEC's Division of Corporate Finance. "I mean, we don't get any, so we aren't familiar with how many of them work."
Some types of remuneration, the SEC noted, may not come in the form of actual payment or services performed, but will appear as special favors done for company executives. One which was cited in the memo included "favorable bank loans and benefits from suppliers because the corporation compensates, directly or indirectly, the bank or supplier for providing the loan or services to management."
This statement appeared to be a direct comment on the drama surrounding Bert Lance, the director of the Office of Management of Budget who received a number of loans from banks with which his former bank had a business relationship or developed one.
But Griggs denied that the memo had been intended to critize Lance.
As extensive as the disclosure requirements seem to be the SEC said not all benefits received by management must be reported. "Certain incidental benefits which are ordinary and necessary to the conduct of company business," the memo said are exempt.
These include such everyday pleasures as ordinary business lunches, parking places and other "incidental payment made by the company