No matter how many rules regulators come up with to rein in exorbitant executive compensation, at least some corporate leaders are doing everything in their power to expand their personal coffers even as stock prices and company performance falter. Two new surveys show that companies are finding ways to skirt laws requiring full disclosure of the performance goals on which executive salary and bonuses are paid, while also continuing to issue heaps of tax-deferred nonqualified retirement options–a benefit that the Internal Revenue Service (IRS) has been fighting to eliminate through less favorable tax treatment. In a recent study by Watson Wyatt International Inc., 33% of 135 legal, compensation and human resources professionals claimed they had no plans to spell out executive performance goals–as directed by the Securities and Exchange Commission (SEC) –in their 2008 proxies for fiscal 2007. Only 42% said they would even take a crack at it. The rest checked unsure.

While the clamor over executive compensation is not new, the noise is growing louder as some executives continue to reap bundles of money even as the fortunes of their companies and shareholders flounder. That's where the SEC's insistence on performance goals is supposed to come into play. If an executive doesn't meet specific, clearly defined corporate goals, his pay is supposed to be moderated.

A loophole, however, makes disclosure requirements subjective, according to consultants interviewed for this story. The dodge is that companies that don't want to reveal this information can insist that, by so doing, they will disclose competitive secrets. The SEC hasn't defined "competitive harm" or explained how it will review such arguments. But company compensation committees could be wrong in thinking that they can get around the requirements in this, the second year for which performance goals are to be issued.

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