Tom Price

Mr. PRICE of Georgia

Mr. PRICE of Georgia. I want to thank the chairman of the committee for his kindness in allowing appropriate amendments within committee. Mr. Chairman, I had hoped that this would be an absolutely open rule on the floor of the House, but it seems that this is as open as we get in this Congress, and I appreciate the opportunity to present an amendment or two on this important bill. This is an important debate that we are having. If you look at the backdrop for it, it is important to appreciate the history of what is happening in many of our business sectors in this Nation. Seventy-five percent of the IPOs in the world are not in the United States. There is a reason for that. The number of public companies converting to private increases daily, and there is a reason for that. The number of U.S. companies looking to move offshore is increasing, and there is a reason for that. As it relates to this issue in 2006, the Securities and Exchange Commission adopted sweeping changes to the rules regarding disclosure of compensation paid to executive officers and directors of public companies. This amendment, my amendment, amendment No. 9, simply states that the disclosures of executive compensation adopted by the Securities and Exchange Commission in 2006 provide a complete and adequate mechanism for shareholder approval. SEC rules approved last summer direct companies to publish a table showing executives' total compensation, designed to bring better disclosure to shareholders. Companies must also detail stock option grants. The centerpiece of it was a single pay number, a single pay number meant to replace a jumble of charts and tables that appear now in proxy statements sent annually to investors. The single number will combine salary and bonuses and perks and other compensation awarded in a given year, with details for each component provided in a summary composition table. Publicly traded corporations compete for the trust of investors, and these votes that have been proposed in the underlying bill can already be arranged for today if the corporations feel they are warranted as illustrated by AFLAC's recent nonbinding shareholder vote on executive compensation. Now, if investors become displeased with a board of directors, then they have several choices available to them. They can seek to elect different board members. They can sell their stock and shift their investments to other companies whose corporate governance and decisions are more to their liking, or they can ask the government to expand regulation. Regrettably, it is this last option that we are faced with today. Further, regulation from Congress is rarely the answer, and it certainly is not now. I would ask my colleagues to seriously consider this amendment. My amendment is a vote for transparency. It is a vote for disclosure over increased government expansion and regulation. A vote against this amendment will increase the incentives for companies to go from public to private and to move from onshore to offshore. I will close by saying this. Most Americans have a general sense that some CEOs have levels of pension that are greater than warranted by merit. They know that there must be a correction. They also know well that Washington should not be the author of that correction. I urge adoption of my amendment.

Mr. PRICE of Georgia. Mr. Chairman, I thank the gentleman for yielding; I appreciate that. And I appreciate my good friend from Oregon being so transparent in his truth as he made a very interesting argument for more regulation and the fixing of CEO salaries. Which is remarkable, Mr. Speaker. The mischaracterization of this amendment is extremely curious. The chairman of the committee says this amendment is superfluous, it is not necessary. Well, it is absolutely vital. And the reason it is vital is because it is important for us to say that we believe it is appropriate, the action that has been taken by the Securities and Exchange Commission as it relates to CEO compensation and the disclosure requirements. That is important, because it is important for us as a Congress to say we condone and appreciate the work that the administration, the executive branch is doing in this area. It is also important because it draws attention to the issue and says to the American people, educates them to what is now available to them as shareholders. My good friend from Oregon says that this isn't mandatory. Well, it is mandatory. The bill states it is mandatory. There isn't any way out of it. It is Congress inserting itself into the functioning in very specific ways of corporations. And, Mr. Chairman, I don't know about your constituents, but my constituents know that that is the last place they want Congress, I promise you that. My good friend from Oregon states that the vote is fixed, it is not really a vote. Well, if he truly believes that, then why on Earth would he support the underlying bill? If the vote is already fixed, why support the underlying bill? It doesn't make any sense. So I would also just highlight for Congress and for anyone who is a shareholder that the opportunity for these kinds of votes already exists within the structure of corporate governance right now, within the structure of shareholder rights, as was demonstrated by a good company from Georgia, AFLAC, who went ahead and already has these nonbinding shareholder votes. But there is a difference between having individuals in the private sector, shareholders and individuals outside of the mandating of government to have it occur and have government come in with its heavy hand and say, this is exactly what you need to do because we know best. Mr. Chairman, in my district I believe that my constituents know better how to act and how to relate to corporations than Washington. And I appreciate the gentleman's time.

Mr. PRICE of Georgia. Mr. Chairman, I demand a recorded vote.

Mr. PRICE of Georgia. Mr. Chairman, I move to strike the requisite number of words. I want to commend the gentleman from Florida for his amendment. I do think that it focuses the attention of this issue where it ought to be. But I want to address a couple of remarkable misstatements from my friends on the other side. They have said, the gentleman from Oregon said that, I don't want to allow a shareholder vote. Well, I mean, that is absolutely ridiculous. I am all in favor of a shareholder vote if it is done without the mandate from Washington. That is the distinction that we have here, Mr. Chairman. We have a party that is desirous of increasing regulation and increasing the mandate from government. And we have defenders of a system that allows individuals to act in concert in the way that they best deem appropriate. That is the difference. It is a fundamental philosophical difference. They believe that mandates from Washington are the solution to this and virtually every other problem. Well, I simply don't believe that. I simply don't believe that, and I know that my constituents don't believe that. It is also clear from the comments made by my good friend from Oregon that class warfare is alive and well. And that is also something that I think does a disservice to this body, and does a disservice to our Nation, does a disservice to the discussion. To my good friend, the chairman, he was somewhat astounded by the fact that the gentleman from Illinois and I could think differently, and I appreciate that because the lock-step group on the other side is in full swing. And I understand that. That is all right. But we have an opportunity to think on this side of the aisle. And we have an opportunity to reach conclusions. They may be the same conclusions, they may be different conclusions, but we have an opportunity to think on this side of the aisle. And for that I am appreciative. What I am only asking for in this bill and in the amendment that I am supporting is to provide the opportunity for the American people to think and to act for themselves without the mandate, without the dictates from the Federal Government. So I urge my colleagues to support the amendment of the gentleman from Florida.

Mr. PRICE of Georgia. Mr. Chairman, I offer an amendment.

Mr. PRICE of Georgia. Mr. Chairman, I think that this amendment gets to what the consequences of this underlying bill are. Now, we have heard some contradictory information from the proponents of this bill. Some say it doesn't mean anything. Some say it is very important and that the consequences are remarkable. I would suggest that, frankly, we don't know what mandating to companies and to publicly traded companies in this Nation, what this bill will do. I don't think that we, as Congress, know. I think the consequences may be remarkable and significant. I do know that it would be helpful and appropriate for all of us to have that information, to have the information about what the unintended consequences of this might be. So this amendment is an amendment to address that. It would ensure that this legislation will not compromise fair competition and a level playing field for publicly traded companies. The amendment would require the SEC, the Securities and Exchange Commission, to conduct a study to determine whether a separate nonbinding vote, what the bill mandates, whether or not that would hinder a publicly traded company's ability to compete for the best available candidates for its officers and directors. It would make sense that it would be helpful for us and for the Nation to know whether or not that would be a consequence. If, in fact, the SEC finds that the rules would hamper the company's ability to compete for the best candidates, then the nonbinding shareholder vote will not be required. For every publicly traded company, there are thousands of privately held firms. Large privately held corporations compete with publicly traded corporations for the same talent pool of CEOs and, presumably, pay the same compensation levels. Responsibility, our responsibility dictates that we don't add yet another reason for companies to list on foreign exchanges or otherwise be discouraged from becoming publicly traded. So this is a very simple amendment, provides for a study that would determine the consequences in terms of whether or not publicly traded companies would be able to attract the best talent. I urge my colleagues to support it.

Mr. PRICE of Georgia. Mr. Chairman, will the gentleman yield?

Mr. PRICE of Georgia. Mr. Chairman, I appreciate the gentleman for yielding. Given that it has that implementation date, which I think is appropriate, and given that my amendment asks for a study for a period of 90 days, is there any reason why the gentleman would oppose the amendment?

Mr. PRICE of Georgia. Mr. Speaker, I demand a recorded vote.

Mr. PRICE of Georgia

Mr. PRICE of Georgia. Mr. Speaker, article I, section 2 of the Constitution states that ``the House of Representatives shall be composed of Members chosen every second year by the people of the several States.'' It goes on to say: ``No person shall be a representative who shall not, when elected, be an inhabitant of that State in which he shall be chosen.'' Mr. Speaker, in spite of the Constitution and what it says today, this new majority will pass a bill to provide a vote, by law, not constitutional amendment, a vote in this House for the delegate from the District of Columbia. Now, I support, strongly, voting rights for residents of D.C. The proper way to do that, the constitutional way, is to return residential area in the District of Columbia to Maryland. It respects the supreme law of the land of the Constitution. Even the Democrat chairman, Peter Rodino of the Judiciary Committee in the 95th Congress, said: ``If the citizens of the District are to have voting representation in Congress, a constitutional amendment is essential. Statutory action alone will not suffice.'' So why would this new majority pass a law so clearly violative of the Constitution? Because they can. It's an arrogance and hypocrisy that the American people recognize, and they are watching.

Mr. PRICE of Georgia

Mr. PRICE of Georgia. Mr. Speaker, I thank the gentleman for yielding. And I am opposed to this rule for specific reasons about the process and about the unique and unheard of change that would state that if a recommital motion passes, that that is laid upon the table. That strips completely the authority of the minority to have input into the process. And I would think, Mr. Speaker, that Members of the majority party would be ashamed. I would think that that would be the appropriate course of action, and that they ought to rethink what they are doing. But I came down to the floor to talk about the substance of the bill, because I believe passionately in representation. I believe passionately in the importance of members, of citizens, residents of the District of Columbia to have representation, voting representation in this House. I believe passionately in the Constitution. And I believe that those two beliefs are not mutually exclusive. There is a particularly appropriate way to proceed, and that is through the issue of retrocession, which as you know, Mr. Speaker, provides that that portion of the District of Columbia that has residents in it, citizens in it, could be moved back into the State of Maryland and thereby obtain appropriate representation. Mr. Speaker, I know that facts are troubling things, and the supreme law of our land, the Constitution, requires us to do certain things and one of them is to follow the Constitution. Article I, section 2 of the Constitution states: ``The House of Representatives shall be composed of members chosen every second year by the people of the several States.'' It doesn't say, and the District of Columbia. It says: the people of the several States.'' Mr. Speaker, I would suggest that that, along with the next paragraph which states: ``No person shall be a representative who shall not, when elected, be an inhabitant of that State in which he shall be chosen.'' It is clear that this action will be unconstitutional if it moves forward. Even Peter Rodino, former Democratic Chair of the Judiciary Committee in the 95th Congress, when confronted with this issue said: ``If the citizens of a district are to have a voting representation in Congress, a constitutional amendment is essential. Statutory action alone will not suffice.'' So, Mr. Speaker, it is clear that this action that is being proposed by the majority party is indeed unconstitutional, and I would agree with the delegate from the District of Columbia that there is a body in our system of government that will determine that. That is the judiciary branch. I am hopeful that it will occur rapidly. And I would be happy to yield to the delegate from the District of Columbia to see whether or not she would support, along with this, a demand for an expedited review of this legislation and would it move forward.

Mr. PRICE of Georgia. Reclaiming my time, I thank the gentlelady for supporting it because I think that is important. I think it is important that if this in fact moves forward, I am not certain that it will move through the other body, but if it does move forward, that it gets the expedited review that is so imperative for our Constitution to be followed appropriately.

Mr. PRICE of Georgia. I yield to the gentlewoman from the District of Columbia.

Mr. PRICE of Georgia. Mr. Speaker, my oath tells me that I am not to support anything that I believe to support anything to be unconstitutional. I believe this bill to be unconstitutional. I also believe that others may have a different perspective, and I appreciate that, and that the place to decide that is in the court. And I would hope that we would have an expedited review.

Mr. PRICE of Georgia

Mr. PRICE of Georgia. Mr. Speaker, I thank my colleague from Virginia for his leadership on this and for yielding. I want to stipulate at the beginning of this statement that I support enfranchisement, strongly support enfranchisement for the citizens of the District of Columbia. However, the oath that I take on the first day of our session stipulates that I uphold and defend the Constitution of the United States, and I believe firmly that the Constitution will not allow this. There is a process that we will go through for that, and I appreciate it. This has been a good debate. It has been an interesting debate. I want to point out a section of the Constitution that isn't cited as often as the ones that we have heard, and that is article I, section 2, the second paragraph, which states, ``No person shall be a Representative who shall not, when elected, be an inhabitant of that State in which he shall be chosen.'' If there was ever a more clear statement in the Constitution, I don't know what that is. But I also want to talk about this sense of one person-one vote. I am very troubled by what we hear from our friends on the other side of the aisle that this upholds one person-one vote, because I would suggest to you, reading the bill and understanding what it does in both the Utah situation and in the District of Columbia, that it provides for more than one person and one vote. In the Utah instance, for example, it provides that the State of Utah gets one extra Representative, which means that the individuals in Utah vote for two people, which means they have more authority than citizens in my district and other districts who aren't in Utah. And in the District of Columbia, this bill would provide for a Representative in the House of Representatives, but also a Delegate. Also a Delegate. So citizens in the District of Columbia would have representation from two different individuals in the House and in the Committee of the Whole. So I would suggest, Mr. Speaker, as Mr. Rodino, the Democrat Chair of the Judiciary Committee stated in the 95th Congress, ``If the citizens of the District are to have voting representation in the Congress, a constitutional amendment is necessary, is essential. Statutory action alone will not suffice.'' So I would ask my friends on the other side of the aisle, what changed? What changed? Was Mr. Rodino wrong? I think not. I think not. I think there is a statutory way to do it, and that is through retrocession. I think there is a constitutional way to do it, by amending the Constitution. I would suggest to my friends on both sides that H.R. 1905 does neither of those and violates sincerely the principle of one-person, one-vote.

Mr. PRICE of Georgia. I yield to the gentleman from Maryland.

Mr. PRICE of Georgia. Mr. Speaker, reclaiming my time, I appreciate my colleague's question, but I think that is not the appropriate way to go. However, I strongly support retrocession to the State of Maryland, because I believe strongly in the enfranchisement of the citizens of the District of Columbia.

Mr. PRICE of Georgia. Mr. Speaker, I demand a recorded vote.

Mr. PRICE of Georgia

Mr. PRICE of Georgia. Mr. Speaker, parliamentary inquiry.

Mr. PRICE of Georgia. Mr. Speaker, isn't it true that the result of waiving a rule of the House for a specific bill means that rule does not apply for that bill?

Mr. PRICE of Georgia. Mr. Speaker, isn't it true that waiving a particular rule of the House for a specific bill means that rule does not apply for that bill?

Mr. PRICE of Georgia. Further inquiry, Mr. Speaker.

Mr. PRICE of Georgia. Isn't it true, Mr. Speaker, that H. Res. 317, the rule for H.R. 1905, the bill we just considered, waived clause 10 of rule XXI?

Mr. PRICE of Georgia. Further inquiry, Mr. Speaker.

Mr. PRICE of Georgia. Isn't it further true, Mr. Speaker, that clause 10 of rule XXI requires the PAYGO provision to be in effect?