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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Amendment No. 1)**

 

**Annual Report Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934**

 

**For the fiscal year ended December 31, 2009**

 

**Commission file number: 001-33928**

 

**RiskMetricsGroup, Inc.**

(Exact name of registrant asspecified in its charter)

 

| **Delaware**                     |       | **20-8175809**                     |
|----------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of |       | (IRS Employer  Identification No.) |
| incorporation or  organization)  | ** ** |                               |

 

| **One Chase  Manhattan Plaza, 44****th**** Floor** | ** ** | ** ** |
|---------------------------------------------------------|------------|------------|
| **New York,  New York**                                 |       | **10005**  |
| (Address of principal  executive offices)               | ** ** | (Zip Code) |

 

**(212) 981-7475**

(Registrant’s telephonenumber, including area code)

 

Securities registeredpursuant to Section 12(b) of the Act:

 

| **Title of each class:**     | ** ** | **Name of Each Exchange on which  Registered** |
|------------------------------|------------|------------------------------------------------|
| Common Stock $.01 par  value |       | New York Stock Exchange                        |

 

Securities registeredpursuant to Section 12(g) of the Act: **None**

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes o  No x

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o  No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports) and (2) has been subject to such filing requirementsfor the past 90 days. Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of thischapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes o  No o

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to this Form 10-K. o

 

Indicate by check markwhether registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer, accelerated filer” in Rule 12b-2 of the Exchange Act.(check one):

 

| Large  accelerated filer o                    |   | Accelerated  filer x         |
|-----------------------------------------------|--------|-----------------------------------|
|                                          |   |                              |
| Non-accelerated  filer o                      |   | Smaller  reporting company o |
| (Do not check if a smaller reporting company) |   |                              |

 

Indicate by check markwhether the Registrant is a shell company (as defined in rule 12b-2 of theAct). Yes o  No x

 

The aggregate market valueof the registrant’s voting stock held by non-affiliates of the registrant,computed by reference to the closing sales price as quoted on June 30, 2009was approximately $464,096,729.

 

The number of sharesoutstanding of each of the registrant’s classes of common stock, as of February 18,2010 was:

 

| **Class**                    | ** ** | **Outstanding** |
|------------------------------|------------|-----------------|
| Common stock $.01 par  value |       | 63,265,668      |

 

 

 

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**EXPLANATORY NOTE**

 

RiskMetricsGroup, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A(the “Form 10-K/A”) to amend its Annual Report on Form 10-K for thefiscal year ended December 31, 2009 (the “Form 10-K”), which wasfiled with the Securities and Exchange Commission (the “SEC”) on February 24,2010.   The purpose of this Form 10-K/Ais to disclose the information required in Part III, Items 10 through 14,of the Form 10-K.   Accordingly, theCompany hereby amends and replaces in their entirety Items 10 through 14 of theForm 10-K.  Except as describedabove, this Form 10-K/A does not amend, update or change any other itemsor disclosures in the Form 10-K, including any of the financialinformation disclosed in Parts II and IV of the Form 10-K.  This Form 10-K/A should be read inconjunction with the Form 10-K and the Company’s other filings with theSEC.

 

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**RiskMetrics Group**

 

**Table of Contents**

 
| **PART III**                                                                                                 |   |
|-------------------------------------------------------------------------------------------------------------------|--------|
| Item 10—Directors, Executive Officers and  Corporate Governance                                         | 1      |
| Item 11—Executive Compensation                                                                          | 4      |
| Item 12—Security Ownership of Certain Beneficial  Owners and Management and Related Stockholder Matters | 15     |
| Item 13—Certain Relationships and Related  Transactions, and Director Independence                      | 17     |
| Item 14—Principal Accounting Fees and Services                                                          | 17     |
| **PART IV**                                                                                                  |   |
| Item 15—Exhibits, Financial Statement Schedules                                                         | 19     |
| SIGNATURES                                                                                                        | 20     |

 

THIS ANNUAL REPORT ON FORM 10-KCONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER FEDERAL SECURITIESLAWS. THESE FORWARD LOOKING STATEMENTS ARE BASED ON OUR PRESENT INTENT, BELIEFSOR EXPECTATIONS, AND MAY NOT OCCUR. ACTUAL RESULTS MAY DIFFERMATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTSAS A RESULT OF VARIOUS FACTORS. SEE ALSO “ITEM 1A. RISK FACTORS.” EXCEPT ASREQUIRED BY LAW, WE UNDERTAKE NO OBLIGATION TO UPDATE OR RELEASE ANY FORWARDLOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

 

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**PART III**

 

**Item 10. Directors, Executive Officers and Corporate Governance**

 

Belowis certain information with respect to our directors and executiveofficers.  Each director or executiveofficer may be contacted at our principal executive offices at One ChaseManhattan Plaza, 44th Floor, New York, NY 10005.

 

Ascurrently comprised, the Board of Directors is a group of individuals who aredrawn from various market sectors and industry groups with a presence in theCompany’s niche markets.  The Board, andthe Nominating and Governance Committee in particular, reviews the compositionof the Board for the appropriate skills and characteristics required of membersof the Board in the context of the then current make-up of the Board.  This assessment includes consideration ofissues of judgment, integrity, diversity and skills, including, but not limitedto, understanding the business of the Company and possessing a relevantbackground—all in the context of an assessment of the perceived needs of theBoard at any point in time.  While theBoard considers diversity as one of many factors in evaluating the compositionof the Board, it has no set policy in this regard.

 

Eachof our directors are elected for a term of one year expiring at our next annualmeeting of shareholders and until their respective successor has been electedand is qualified.

 

**Directors**

 

The following summarizessome of the key experiences, qualifications, education and other attributes ofour directors:

 

***Ethan Berman ***(age48)******is our chief executive officer and amember of our board of directors. Mr. Berman was one of our foundingmembers at the time of our spin-off from JPMorgan in 1998 and has served as ourchief executive officer since such time and as chairman of our board ofdirectors from June 2004 to June 2009.  Prior to our spin-off, Mr. Berman was amanaging director at JPMorgan and was responsible for the firm’s RiskManagement Services Group. As head of that group, he led JPMorgan’s riskadvisory work, including the development of risk products and services such asRiskManager and CreditManager. Mr. Berman joined JPMorgan in 1987 as abond trader. Mr. Berman has a B.A. from Williams College.

 

***Lovida Coleman, Jr***(age 60) was appointed as one of ourdirectors in November 2007. Ms. Coleman has practiced as a lawyersince 1993 with the law firm of Sutherland Asbill & Brennan LLP and ison the advisory boards of RAND Corporation, a non-profit think tank. She has anA.B. from Harvard University and a J.D. from Yale Law School.

 

***Philip Duff*** (age 53) has served as one of our directorssince 2001. Mr. Duff has served as chairman and chief executive officer ofDuff Capital Advisors since January 2007 and since 2009 as Chairman ofWhite Oak Global Advisors, LLC.  From January 2000to 2006, he served as chairman and chief executive officer of FrontPointPartners LLC, an investment management firm which he founded. Previous to that,Mr. Duff was the chief financial officer of Morgan Stanley Dean Witter &Co. Mr. Duff is currently a director of Ambac Financial Group, Inc.,a provider of financial guarantees and financial services.  Mr. Duff holds a B.A. from HarvardUniversity and an M.B.A. from the Massachusetts Institute of Technology.

 

***Stephanie Hanbury-Brown*** (age 53) has served as one of our directorssince November 2008.  Ms. Hanbury-Brown is the Managing Director ofGolden Seeds LLC which she founded in 2004 and which provides investmentcapital to early stage, high-growth companies.  From 2008 through thepresent she has also served as Managing Partner of Golden Seeds Fund LP.  Prior to that she spent 20 years working inthe financial services industry in Sydney, London and New York, most recentlyas the Head of eCommerce at J.P. Morgan from 1999-2000.  She iscurrently a member of the board of directors of Foster Wheeler AG, an engineering,construction and project management contractor and power equipmentsupplier.  Ms. Hanbury-Brown has a Bachelor of Arts degree fromthe University of Sydney.

 

***Rene Kern*** (age 46) has served as one of our directorssince June 2004. Mr. Kern is a managing director of General AtlanticLLC, a global growth equity firm that provides capital and strategic supportfor growth companies and has been with General Atlantic LLC since 1996.  Mr. Kern joined General Atlantic aftersix years with Morgan Stanley in New York and London, where he was a VicePresident in the Investment Banking Division. Prior to Morgan Stanley, Mr. Kern was a management consultant withBain & Company in Boston, MA.  Mr. Kernis currently a director of BM&F Bovespa, the Brazilian Mercantile &Futures Exchange, Getco LLC, an electronic trading and technology firm, andAmedes Group, a privately-held clinical lab group.  Mr. Kern is a graduate of the Universityof Pennsylvania where he obtained an MBA from the Wharton School and an MA fromthe School of Arts and Sciences.  Hereceived 

 

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his Bachelor’s of Sciencedegree from the University of California, Berkeley.

 

***Christopher Mitchell*** (age 38) has served as one of our directorssince 2006. He is a managing director of Spectrum Equity Investors, L.P., aprivate equity investor in growth companies and has held that position since December 2005.From 2001 to December 2005, Mr. Mitchell served as a principal at SpectrumEquity Investors, L.P. Mr. Mitchell has a A.B. from Princeton University.

 

***Frank Noonan***(age 67) has served as one of ourdirectors since February 2008.  Mr. Noonanserved as chairman and chief executive officer of R.H. Donnelly Co., a printand interactive marketing company, from 1991 until his retirement in 2002. Mr. Noonanis currently a director of NewStar Financial, Inc., a specializedcommercial finance company and Avnet, Inc., a distributor of electroniccomponents and computer products. He has a B.A. from the University of NewHampshire.

 

***Lynn Sharp Paine*** (age 60) has served as one of our directors since June 2008.  Ms. Paine is a John G. McLeanProfessor at the Harvard Business School and has served as such since1998.  Since December 2009, she hasalso served as Senior Associate Dean of Faculty Development at the School.  In addition, she has chaired the School’sLeadership and Corporate Accountability Group since it was formed in 2003 andhas taught in the Advanced Management Program for executives and the MBAprogram since joining the faculty.  AtHarvard, Ms. Paine is a Faculty Associate of the University’sEdmond J. Safra Foundation Center for Ethics. She is also amember of the academic advisory board of the Zicklin Center for Business EthicsResearch at Wharton, the academic council of the Hills Program onGovernance at the Center for Strategic and International Studies in Washington,D.C., and the Governing Board of the Center for Audit Quality.  In 2009, she served as a member of the ConferenceBoard’s Task Force on Executive Compensation. Ms. Paine is a graduate of Smith College, and holds a doctorate inmoral philosophy from Oxford University and J.D. from the Harvard Law School.

 

***Thomas A. Renyi*** (age 64) has served as one of our directorssince June 2009.  From July 2007until he retired in August 2008, Mr. Renyi was Executive Chairman ofThe Bank of New York Mellon Corporation, New York, New York.  Prior to that he served as Chairman of theBoard and Chief Executive Officer of The Bank of New York Company, Inc.,and The Bank of New York, from February 1998 to July 2007.  Mr. Renyi is a member of the board ofdirectors of Public Service Enterprise Group, a diversified energy companyheadquartered in New Jersey, and of The Hartford Financial Services Group, Inc.,a provider of insurance and investment products.  Mr. Renyi holds a B.A. degree inBusiness Administration and an M.B.A., both from Rutgers University.

 

***Stephen Thieke***(age 63) servedas chairman of our board of directors from our inception in 1998 until June 2004,was re-elected to serve as one of our directors in April 2007 and againbecame our chairman in June 2009. From August 1989 to July 1999, Mr. Thieke worked forJPMorgan in a variety of senior management positions, including head of fixedincome, business co-head of global markets, president and chairman of JPMorganSecurities, Inc. and head of the corporate risk management group. Mr. Thiekeserved on the board of directors of the Financial Services Authority of the UnitedKingdom.  From 2008-2009, Mr. Thiekeserved as a member of the Global Advisory Board of JER Partners.  Mr. Thieke is a member of the board ofdirectors of PNC Financial Services Group Inc., a regional bankheadquartered in Pittsburgh, Pennsylvania. Mr. Thieke holds a B.A. degreefrom Manhattan College.

 

***Robert Trudeau***(age 41) hasserved as one of our directors since September 2005. Mr. Trudeau iscurrently a general partner at Technology Crossover Ventures, a private equityand venture capital firm and has served as such since August 2005.  From 2003 to 2005, he was a principal atGeneral Atlantic Partners. Mr. Trudeau currently serves on the board ofdirectors of Interactive Brokers Group, Inc., an electronic market makerand broker, MarketAxess Holdings Inc., a firm operating an electronic tradingplatform, and several privately held companies. He has a B.A.H. in Political Science from Queen’s University and anM.B.A. from The University of Western Ontario.

 

**ExecutiveOfficers**

 

***David Obstler***is our chief financial officer and hasserved as such since January 2005. From 2000 to 2004, he was chief financial officer and executive vicepresident of corporate development for Pinnacor Inc., a NASDAQ publiclylisted provider of software and services to the financial services industry.Prior to that, he was an investment banker at Goldman Sachs, Lehman Brothersand JPMorgan. He has a B.A. from Yale University and an M.B.A. from the HarvardSchool of Business.

 

***Knut Kjaer***has served as our President since May 2009.  Previously, from 1997-2007, Mr. Kjaer served asthe chief

 

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executive officer ofNorges Bank Investment Management (NBIM) which oversees the $370 billionGovernment Pension Fund and Norway’s foreign reserves.  During 2008 Mr. Kjaer served as anadvisor to NBIM.  Prior to heading NBIM, Mr. Kjaerwas the executive vice president of Storebrand, at that time Norway’s largestinsurance company.  Mr. Kjaer has a masters degree in economics and a degreein political science from University of Oslo. He has also completed theadvanced management program at Harvard Business School.

 

***Jorge Mina***has served as co-head of our RiskMetricsbusiness since July 2005. Mr. Mina was one of our founding members atthe time of our spin-off from JPMorgan and served as our head of research from2003 to 2005, where he was responsible for analytics across RiskMetrics’products and services. Prior to our spin-off, he worked in Risk ManagementServices at JPMorgan.  Mr. Mina hasan M.S. from the University of Chicago and a B.S. from the InstitutoTecnológico Autónomo de México.

 

***Stephen Harvey***has served as part ofour Governance business since 2007, recently becoming the Head of GovernanceServices.  From 2005-2007, Mr. Harveyserved as Head of Account Management and from 2000-2005 he served as our Headof Sales.

 

Biographical data for Ethan Berman, our chief executive officer, is setforth above under Directors.

 

None of the executive officers are related to any director of theCompany or to any other executive officer.

 

**InformationRelating to Corporate Governance and the Board of Directors.**

 

**BoardLeadership Structure**

 

The Company’s GovernancePrinciples and Board Guidelines call for the Chair of the board to be anindependent director, unless the Board concludes that it is in the bestinterests of shareholders to do otherwise. Accordingly, our board has separated the positions of Chair of the boardand chief executive officer (principal executive officer).  Stephen Thieke holds the position of board Chairand, amongst other responsibilities, leads our board and board meetings.  Ethan Berman holds the position of chiefexecutive officer and leads our management team.

 

**RiskOversight Policies**

Our board is responsiblefor establishing risk oversight policies and this task is principally overseenby our audit committee.  As part of itscharter, our audit committee is responsible for, among other things, oversightof our risk assessment and management policies and procedures.  The audit committee meets regularly withmanagement to review the Company’s policies and procedures with respect to riskassessment and risk management.

 

**Section 16(a) BeneficialOwnership Reporting Compliance**

 

Based solely upona review of Forms 3, 4 and 5 and amendments thereto furnished to the Companyduring and with respect to its 2009 fiscal year, no director, executive officeror beneficial owner of 10% or more of our common stock failed to file, on atimely basis, reports required during or with respect to 2009 by Section 16(a) ofthe Securities Exchange Act of 1934, as amended, except for Rene Kern, whoinadvertently failed to timely file one report on Form 4 concerningCompany stock he received in lieu of cash compensation he was entitled to as adirector.

 

**Codeof Ethics**

 

TheCompany has a Code of Ethics and Business Conduct for its directors, officersand employees. The Code of Ethics and Business Conduct is available on theCompany’s website, www.riskmetrics.com, under the “Our Company” section.  A printed copy is available to anyshareholder requesting a copy by writing to: Corporate Secretary, RiskMetricsGroup, Inc., One Chase Manhattan Plaza, 44th Floor, New York, New York 10005.  The Company will disclose on its website, inaccordance with all applicable laws and regulations, amendments to, or waiversfrom, its Code of Ethics and Business Conduct.

 

**AuditCommittee and Audit Committee Financial Expert**

 

The current members ofour Audit Committee are Ms. Hanbury-Brown and Messrs. Noonan, Renyiand Thieke, all of whom the Board has determined to be “independent” as definedby NYSE rules and the Sarbanes-Oxley Act of 2002 and as applicable toaudit committee members. Mr. Noonan is the Audit Committee Chair and he,along with Ms. Hanbury-Brown, Mr. Renyi and Mr. Thieke, are ourfinancial experts under the SEC rules implementing Section 407 of theSarbanes-Oxley Act.

 

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**Item11.        Executive Compensation**

 

**COMPENSATIONDISCUSSION AND ANALYSIS**

 

This section provides anoverview and analysis of our executive compensation program and policies; thematerial compensation decisions that we made with regard to our 2009compensation, as well as the material factors that we considered in makingthose decisions.  It is divided into fourparts:

 
| I.   | Compensation  Philosophy and Objectives        |
|------|------------------------------------------------|
| II.  | Overview of  Executive Compensation Components |
| III. | 2009  Compensation Decisions                   |
| IV.  | Summary  Compensation Tables                   |

 

Unless otherwiseindicated, this section refers only to the compensation of those individualswhom we refer to as our “named executive officers,” or “NEOs.”  These officers are:

 

·                  Ethan Berman, Chief Executive Officer

·                  David Obstler, Chief Financial Officer

·                  Knut Kjaer, President

·                  Jorge Mina, Co-Head of RiskMetrics Business

·                  Stephen Harvey, Head of Governance Services

 

I.                                         Compensation Philosophy and Objectives

 

Our compensation programis under the oversight of the Compensation and Human Resources Committee of ourBoard of Directors.  As is more fullyarticulated in its charter, this Committee:

 

·                  Establishes overall compensation strategy and policy for the Company;

 

·                  Oversees the development and implementation of the performanceevaluation process for our senior executives, including NEOs; and

 

·                  Reviews and approves the compensation for our Chief Executive Officer,as well as the corporate goals and objectives used to determine thecompensation of other named executive officers.

 

Our overall compensationgoal is to attract and retain qualified, talented and diverse leaders who areenthusiastic about our mission and culture. We believe that compensation plays a role in, but is not the exclusivemeans of, achieving this goal. Non-financial attributes — such as offering a compelling workenvironment, challenges, opportunities, clients and colleagues — also attractand motivate the type of leaders that we seek. Because of the importance of these non-financial elements and ouroverall company culture, we do not base compensation levels or structures onpeer companies or external benchmarks, nor do we normally employ anycompensation consultants (and we did not employ any in 2009).  Instead, compensation is established based ona combination of each NEO’s experience and scope of responsibility, and we lookto combine financial incentives and rewards with non-financial benefits.

 

We use compensation toreinforce business objectives and corporate values.  We believe that a majority of an executive’scompensation should be based on how well that executive performs in achievingthose business objectives over which he/she has reasonable control, as well asthe executive’s success in exemplifying corporate values.  Among our values is the principle of internalpay equity: that is, the difference between our highest and lowest paidemployees should be equitable.  Becauseof variances in local compensation structure (for example, as applicable to ouremployees in the United States versus certain overseas offices), we do not usea mathematical multiple-of-pay to determine internal pay equity.  These decisions are guided by our collectivesense of what is equitable in each situation. Additionally, we do not offer special perquisites for executives.  Subject to minor variations to account forrequirements in local jurisdictions, all employees receive the same retirement,health and welfare benefit opportunities. Because of the discipline that internal pay equity provides, we determineannual incentive compensation awards for our NEOs (other than the CEO) basedlargely on subjective, qualitative factors rather than on a quantitativebasis.  (We discuss this more in thesections which follow, “Overview of Executive Compensation Components,” and “2009Compensation Decisions”)

 

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Lastly, we believe thatcompensation should align the interests of our executives with ourshareholders.  To this end, incentivecompensation paid to each NEO is split between cash and equity.  The ratio between cash and equity isapproximately 50-50, but this ratio may change depending upon the level of riskappropriate for the Company while also considering the appropriate risk foreach executive.  While we encourage eachNEO to maintain a level of stock ownership in the Company that is significantto him/her, the potential equity component of the incentive award is forfeitedonce the executive attains — in the opinion of the Human Resources andCompensation Committee — a level of equity ownership beyond which additionalequity awards are unlikely to provide additional incentive.  We have not established a bright line test asto when this concept of “enough” equity is reached; currently, only the ChiefExecutive Officer’s holdings fall within this category.

 

II.                                     Overview of Executive CompensationComponents

 

The following tabledescribes the components of the Company’s executive compensation program.

 
| **Pay  Element**           | ** ** | **What the Pay Element Rewards**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** ** | **Purpose of the Pay Element**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                 | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| Base  Salary               |       | Core  competence as to skills, responsibilities, experience and contributions to  the Company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | Provide  a steady source of income based primarily on scope of responsibility and years  of experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Annual Cash Incentive      |       | ·                  Achievement of specific  business objectives over which the executive has reasonable control

 

·                  Contribution toward  achievement of corporate-wide objectives

 

·                  Development and growth of  leadership and management skills

 

·                  Contribution toward  promoting the Company’s distinct culture

 

·                  Success in developing a  productive management team                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | ·                  Ensure focus on specific  annual goals that contribute to the Company’s long-term success

 

·                  Provide annual  performance-based cash compensation

 

·                  Motivate achievement of  critical annual performance metrics

 

·                  Enhance leadership,  management and team-building skills                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Long —Term Incentives |       | Periodic Equity Awards under Company-Wide Incentive Compensation Plans

 

·                  Achievement of specific  corporate-level objectives

 

·                  Continued employment with  the Company during the 4-year vesting period

 

Equity Awards Upon Initial Hire

 

These options are granted upon initial hire, and vest over a 4-year  period, 25% each year.

 

Equity Awards Under Annual Incentive Awards

 

·                  Achievement of specific  business objectives over which the executive has reasonable control

 

·                  Contribution toward  achievement of corporate-wide objectives

 

·                  Development and growth of  leadership and management skills

 

·                  Contribution toward  promoting the Company’s distinct culture

 

·                  Success in developing a  productive |       | Combination of All Plans

 

·                  Align the interests of  executives with shareholders

 

·                  Provide for executive  ownership of stock

 

·                  Retain key talent

 

Stock Options Upon Initial Hire

 

·                  Attract key talent in a  competitive environment

 

·                  Encourage retention

 

Equity Awards Under Annual Incentive Awards

 

·                  Ensure focus on specific  annual goals that contribute to the Company’s long-term success

 

·                  Motivate achievement of  critical annual performance metrics

 

·                  Supplement cash-based  compensation with potential for long-term growth |

 

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| **Pay  Element**                       | ** ** | **What the Pay Element Rewards**                                                                                                                                                                                              | ** ** | **Purpose of the Pay Element** |
|----------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------|
|                                   |       |                                                                                                                                                                                                                          |       |                           |
|                                   |       | management team

 

·                  Continued  employment with the Company during the 4-year (25% each year) vesting period |       |                           |
|                                   |       |                                                                                                                                                                                                                          |       |                           |
| Retirement & Welfare Benefits |       | These benefits are part of our broad-based total compensation program,  available to all full-time employees of the Company                                                                                                   |

 

III.           2009 Compensation Decisions

 

**2009 Corporate Objectives**

 

At the beginning of 2009,our Board approved the following corporate objectives.  These objectives were used by the Compensationand Human Resources Committee to determine the 2009 incentive compensation forour Chief Executive Officer, and, to a lesser and more subjective extent, byour Chief Executive Officer to determine the 2009 incentive compensation forother NEOs.

 

**a.     *ADVANCE THEVISION OF BECOMING THE “CENTER FOR THE FINANCIAL COMMUNITY”***

·                  Actively engage financialinstitutions, regulators, and academics with the objectives of enhancingtransparency and addressing industry-wide issues involving risk and governance

·                  Increase the Company’sthought-leadership profile in the financial community among our clients, policymakers, academics and the press

·                  Proactively contribute to adebate on public policy issues through articles, presentations and meetingswith policy makers globally, as well influence changes in regulation and marketpractices in the areas of risk and governance

 

**b.     *SERVE OURCLIENTS***

·                  Increase aggregate contractrenewal rate by 1%

·                  Strengthen our clientrelationships by providing at least 10% of our existing institutional clientsan additional product or service

·                  Continue to add new clientsto our existing client mix, so that revenues from new sales are splitapproximately equally between new and existing clients

 

**c.     *DEVELOP OURPEOPLE***

·                  Retain our talent.  Decrease voluntary turnover to 7%

·                  Advance the RiskMetricsculture, emphasizing our Success Factors and personal and professionalgrowth.  Measure progress by improvementin employee survey results from 2008 to 2009.

·                  Design and implement aleadership development program

 

**d.     *ENHANCE OUROPERATIONS***:

·                  Advance towards an operationthat supports the vision of becoming “the center for the financial community.”  Increase the quality of all criticaloperations (Data, Voting, Research, Portfolio Risk Software and Services),including creating enough capacity to be able to process at least five timesthe current level of business run through our systems

·                  Have no material weaknessesor significant deficiencies in our 2009 assessment of internal controls overfinancial reporting under Section 404 of Sarbanes-Oxley

 

**e.     *DELIVERFINANCIAL PERFORMANCE***

·                  GAAP revenues in excess of$320mm

·                  Adjusted EBITDA in excess of$117.5 mm

·                  Free cash flow in excess of$75 mm (1)

·                  EBITDA expense growth over2008 of less than 3%

 

----

(1) We define free cash flow as cash provided by operating activities less capitalexpenditures

 

**Base Salary**

 

We pay our executiveofficers a base salary to compensate them for their services and to provide asteady source of income.  Base salary isprimarily based on the scope of each executive’s respective responsibilities,years of experience, skills, and knowledge, and within the context of ourgeneral compensation philosophy (see above, “Compensation 

 

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Philosophy and Objectives”).  We generally set executive base salarythrough an arm’s-length negotiation with each person during the hiring process,and make adjustments thereafter to reflect increased experience, years ofservice, changes in responsibility, and, as necessary, internal pay equity.

 

**Incentive Compensation**

 

As stated above, we usecompensation to reinforce business objectives and corporate values.  We believe that a majority of an executive’scompensation should be based on how well that executive performs in achievingthose business objectives over which he/she has reasonable control, his/hercontribution toward corporate-wide objectives, as well as the executive’ssuccess in exemplifying our corporate values.

 

Except for our CEO, wedetermine incentive compensation awards based primarily on subjective,qualitative factors rather than quantitative factors or precise mathematicalformulae.  Except for our Chief ExecutiveOfficer, we do not target annual bonus opportunities at any particularpercentage of total compensation or base salary.  In connection with his hiring in 2009,however, an initial target performance bonus was set for Knut Kjaer, ourPresident, at 2x his annual base salary. We believe that targets inappropriately limit our ability to fairlyreward performance and distract our employees, and that our strong internal payequity principle — coupled with our advisory “say on pay” commitment - protectthe Company and its shareholders from overly generous awards, while stillproviding management with the flexibility it needs.  We introduced a target bonus amount into ourChief Executive Officer’s incentive compensation structure in 2007 because werecognize that shareholders of a public company are most familiar with thisstructure and level of transparency.

 

1.             Chief Executive Officer:  At the beginning of 2009, our Compensationand Human Resources Committee determined that our Chief Executive Officer’starget bonus for meeting 2009 corporate objectives would be an amount equal totwo times his base salary, half to be paid in cash and half to be paid inequity.  This target bonus amount wasdetermined after this Committee reviewed compensation levels throughout ourorganization, so as to maintain internal pay equity.

 

At the end of 2009, theCompensation and Human Resources Committee reviewed our Chief Executive Officer’sperformance and rated each corporate objective on a scale of one through five(with a score of four representing achievement of the stated targetobjective).  Each corporate objective andkey measure was weighted equally.  TheCommittee’s assessment was as follows:

 

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| **PERFORMANCE  OBJECTIVE**                                                                                                                                                                                                | ** ** | **PERFORMANCE** | ** ** | **RATING** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|------------|------------|------------|
| **Advance  The Vision**                                                                                                                                                                                                   | ** ** | ** **      | ** ** | **1.5**    | ** ** |
| ·        Engage  financial institutions, regulators and academics                                                                                                                 |       |            |       |       |       |
| ·        Increase  thought-leadership profile                                                                                                                                     |       |            |       |       |       |
| ·        Proactively  contribute to a debate on public policy issues                                                                                                              |       |            |       |       |       |
| **Serve  our Clients**                                                                                                                                                                                                    | ** ** | ** **      | ** ** | **2.5**    | ** ** |
| ·        Increase  aggregate contract renewal by 1%                                                                                                                               |       |            |       |       |       |
| ·        Strengthen our  client relationships. Provide at least 10% of our existing clients an  addition product or service                                                       |       |            |       |       |       |
| ·        Continue to  add new clients so that revenues from new sales are split approximately  equally between new and existing clients                                           |       |            |       |       |       |
| **Develop  our People**                                                                                                                                                                                                   | ** ** | ** **      | ** ** | **3**      | ** ** |
| ·        Decrease the  rate of voluntary turnover to 7%s                                                                                                                          |       |            |       |       |       |
| ·        Advance the  Company culture; measure progress by improvement in employee survey results                                                                                 |       |            |       |       |       |
| ·        Design and  implement a leadership development program                                                                                                                   |       |            |       |       |       |
| **Enhance  our Operations**                                                                                                                                                                                               | ** ** | ** **      | ** ** | **3**      | ** ** |
| ·        Advance  towards an operation that supports the vision of becoming “the center for the  financial community.”                                                  |       |            |       |       |       |
| ·        Have no  material weaknesses or significant deficiencies in our 2009 assessment of  internal controls over financial reporting under Section 404 of  Sarbanes-Oxley |       |            |       |       |       |
| **Deliver  Financial Performance**                                                                                                                                                                                        | ** ** | ** **      | ** ** | **2**      | ** ** |
| ·        GAAP revenues  in excess of $320 million                                                                                                                                 |       |            |       |       |       |
| ·        Adjusted  EBITDA in excess of $117.5 million                                                                                                                             |       |            |       |       |       |
| ·        Free cash flow  in excess of $75 million (1)                                                                                                                             |       |            |       |       |       |
| ·        EBITDA expense  growth of less than 3%                                                                                                                                   |       |            |       |       |       |
| **Combined  Rating**                                                                                                                                                                                                      | ** ** | ** **      | ** ** | **2.4**    | ** ** |

 

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(1)          We define free cash flow ascash provided by operating activities less capital expenditures.

 

Onthe first objective, Advance the Vision, the Compensation and Human ResourcesCommittee gave Mr. Berman a 1.5 on a scale of 1-5 (5 being the highest, 1the lowest, with 3 as acceptable, and 4 as target). The Committee did not feelthat Mr. Berman, and the Company overall, were involved enough in thesignificant public debate about risk in the global financial markets.  While the “RiskMetrics” brand continued to beseen positively, the Committee thought that more could have been done toenhance the brand and the Company’s overall position in this important time.

 

Onthe second objective, Serve our Clients, we were also not as successful as wehad planned as renewal rates dropped significantly (rather than increasing),and we were not able to add as many new clients as we had targeted. While theCommittee believed that the overall market conditions contributed more to thesefailures than the delivery of our products and services, they still gave Mr. Bermana 2.5 on this objective as the Company fell short of target. The Committeewould have given Mr. Berman a lower score on this objective, but clientfeedback was generally very positive for the year, and the Company was able tosell a significant amount of new products to existing clients.

 

Onthe third objective, Develop our People, we did a very good job of retainingour talent, with voluntary turnover dropping to below our targeted 7%. We alsocontinued to advance the company culture and remain an award winning employerof choice in many of our locations. We were not, however, successful indeveloping a formal leadership program which was a specific goal for the Companyin 2009.  Based on these successes andfailures, the Committee gave Mr. Berman a 3 on this objective.

 

Onthe fourth objective, Enhance our Operations, the Committee was impressed withthe progress made throughout the organization, especially in regards tointernal audit, data security, and financial reporting.  The Committee felt, however, that more workneeds to be done in working with clients as our products and services becomeincreasingly critical to our clients. The Committee gave Mr. Berman a 3 on this objective.

 

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Onthe fifth objective, Deliver Financial Performance, the Company’s performancewas well below expectations and the Committee gave Mr. Berman a 2.  Overall, the Company remained financiallysound in a difficult market environment, and the Committee acknowledged thedifficult markets during the year and appreciated the cost controls put inplace at the Company to offset some of the shortcomings in sales.  But, that did not offset the fact thefinancial results fell short given the Company’s growth objectives.

 

Todetermine Mr. Berman’s bonus for the year, the Committee took the averageof the scores it gave him on the 5 objectives, (12/5 = 2.4, versus a target of4) and multiplied that times the target bonus ($350,000 times 2.4/4 =$210,000).

 

Thisamount was paid to Mr. Berman in cash. As discussed earlier, the Compensation and Human ResourcesCommittee continues to feel that Mr. Berman’s equity holding in theCompany is “enough”, and consequently this component of his incentive award wasnot granted.

 

2.             All Other NEOs: Each NEO other than our CEO also had individual performance goals thatwere designed to reflect his/her respective role in the Company and to supportthe corporate-wide objectives.  Our ChiefExecutive Officer, in consultation with the head of our human resourcesdepartment, performed an evaluation of each NEO’s (a) contribution to theachievement of our corporate objectives for 2009, and (b) achievement ofindividual performance objectives.  TheCompensation and Human Resources Committee reviewed these evaluations andtogether with our CEO and head of human resources agreed on compensationpackages for the four additional NEOs. Highlights of these evaluations include, the successful integration ournew president, Knut Kjaer, within the RiskMetrics culture, as well as hisleading the process which led to the development of a 3-year plan that waspresented to our board at the end of 2009. In light of this performance, Mr. Kjaer received a cash bonus of$200,000 and a restricted share grant of 15,000 Company shares (vesting overfour years).  Our chief financialofficer, David Obstler, was successful in helping to solidify many of thefinancial operations of the firm, as well as helping controlling costs in adifficult year.  He was also instrumentalin working with our business heads in setting product strategy for both ourRisk and Governance businesses.  Takingthese accomplishments, in conjunction with the overall performance of theCompany as a whole, Mr. Obstler received a cash bonus of $290,000 and arestricted share grant of 20,000 Company shares.  Jorge Mina, our co-head of the Risk businessdid not deliver on our revenue forecasts, as we fell short of our targets inthe Risk business for the year.  He did,however, spend a significant part of the beginning of the year exploring newopportunities for our business including credit ratings and counter party risk,and he worked to set a detailed and specific plan for growth in 2010.  He also helped build to strengthen our clientservice organization that helped our Risk clients immensely during thefinancial crisis.  Mr. Mina receiveda cash bonus of $190,000 and a restricted share grant of 10,000 company sharesfor his performance for the year.  Ourhead of the Governance business, Stephen Harvey, also fell short on deliveringon forecasted revenue growth as the overall market environment provedchallenging.  He did, however, execute ontwo successful acquisitions in the ES&G space, as well as overseeing thedevelopment of a new voting platform and research delivery process.  Lastly, he built a strong management team andsignificantly reduced the voluntary turnover rate in that business fromprevious years.  Mr. Harvey receiveda cash bonus of $210,000 and a grant of 10,000 restricted shares of Companystock.  In all cases, including the CEO,the NEOs received less than their expected cash and equity compensationreflecting the challenges the company faced in 2009 and our falling short ofour stated goals

 

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IV.           Summary Compensation Tables

 

**Summary Compensation Table forthe Years Ended December 31, 2009, 2008 and 2007**

** **
| **Name  and Principal Position**    | ** ** | **Year** | ** ** | **Salary****(1)** | ** ** | **Cash  Bonus****(2)** | ** ** | **Option  Awards($)****(3)** | ** ** | **All Other  Compensation****(4)** | ** ** | **Total** | ** ** |
|-------------------------------------|------------|----------|------------|-------------------|------------|------------------------|------------|------------------------------|------------|------------------------------------|------------|-----------|------------|
| Ethan  Berman,CEO                   |       | 2009     |       | $                 | 350,000    |                   | $          | 210,000                      |       | 0                                  |       | $         | 4,000      |   | $ | 564,000 |   |
|                                |       | 2008     |       | $                 | 350,000    |                   | $          | 235,000                      |       | 0                                  |       | $         | 4,000      |   | $ | 589,000 |   |
|                                |       | 2007     |       | $                 | 300,000    |                   | $          | 300,000                      |       | 0                                  |       | $         | 1,000      |   | $ | 601,000 |   |
|                                |       |     |       |              |       |                   |       |                         |       |                               |       |      |       |
| David  Obstler,CFO                  |       | 2009     |       | $                 | 275,000    |                   | $          | 290,000                      |       | 156,369                            |       | $         | 4,000      |   | $ | 725,369 |   |
|                                |       | 2008     |       | $                 | 275,000    |                   | $          | 300,000                      |       | 158,159                            |       | $         | 4,000      |   | $ | 737,159 |   |
|                                |       | 2007     |       | $                 | 235,000    |                   | $          | 220,000                      |       | 181,923                            |       | $         | 1,000      |   | $ | 637,923 |   |
|                                |       |     |       |              |       |                   |       |                         |       |                               |       |      |       |
| Knut  Kjaer, President (5)          |       | 2009     |       | $                 | 266,667    |                   | $          | 200,000                      |       | 3,139,840                          |       | $         | 100,000    |   | $ | 3,706,507 |   |
|                                |       |     |       |              |       |                   |       |                         |       |                               |       |      |       |
| Jorge  Mina, Co-Head of Risk        |       | 2009     |       | $                 | 190,000    |                   | $          | 190,000                      |       | 130,308                            |       | $         | 4,000      |   | $ | 514,308 |   |
|                                |       | 2008     |       | $                 | 180,000    |                   | $          | 240,000                      |       | 132,158                            |       | $         | 4,000      |   | $ | 556,158 |   |
|                                |       | 2007     |       | $                 | 160,000    |                   | $          | 200,000                      |       | 151,603                            |       | $         | 1,000      |   | $ | 512,603 |   |
|                                |       |     |       |              |       |                   |       |                         |       |                               |       |      |       |
| Stephen  Harvey, Head of Governance |       | 2009     |       | $                 | 200,000    |                   | $          | 210,000                      |       | 130,308                            |       | $         | 4,000      |   | $ | 544,308 |   |
|                                |       | 2008     |       | $                 | 200,000    |                   | $          | 240,000                      |       | 132,158                            |       | $         | 4,000      |   | $ | 576,158 |   |

 

----

(1) Reflects base salary earnedduring the fiscal year.

 

(2) Reflects bonus earned during the fiscal year and paid early in the next fiscalyear.

 

(3) These amounts represent the grant date fair value, computed in accordance withFASB ASC Topic 718, of stock option awards granted during the year.

 

(4) Represents employer contribution to 401(k) plan for Messrs. Berman,Obstler, Mina and Harvey.  The OtherCompensation for Mr. Kjaer reflects re-location expenses paid to him.

 

(5) Mr. Kjaer’s first day of employment was May 1, 2009.  His 2009 base salary was $400,000, of whichhe was paid $266,667 for his partial year service.

 

**Grants of Plan-Based Awards Tablefor the Year Ended December 31, 2009**

 
| **Name  and  Principal Position**   | ** ** | **Grant Date****(1)** | ** ** | **All Other Option  Awards: Number  of Securities  Underlying  Options (#)** | ** ** | **Exercise or Base  Price of Option  Awards ($/share)** | ** ** | **Grant Date Fair  Value of Stock and  Option Awards****(2)** | ** ** |
|-------------------------------------|------------|-----------------------|------------|------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| Ethan  Berman, CEO                  |       | —                |       | —                                                                       |       | —                                                  |       | —                                                        |       |
|                                |       |                  |       |                                                                         |       |                                                    |       |                                                          |       |
| David  Obstler, CFO                 |       | 2/23/2009(3)          |       | 30,000                                                                       |       | $                                                       | 11.96      |                                                          | $          | 156,369 |   |
|                                |       |                  |       |                                                                         |       |                                                    |       |                                                          |       |   |   |
| Knut  Kjaer, President              |       | 5/7/2009              |       | 400,000                                                                      |       | $                                                       | 17.43      |                                                          | $          | 3,139,840 |   |
|                                |       |                  |       |                                                                         |       |                                                    |       |                                                          |       |   |   |
| Jorge  Mina, Co-Head of Risk        |       | 2/23/2009(3)          |       | 25,000                                                                       |       | $                                                       | 11.96      |                                                          | $          | 130,308 |   |
|                                |       |                  |       |                                                                         |       |                                                    |       |                                                          |       |   |   |
| Stephen  Harvey, Head of Governance |       | 2/23/2009(3)          |       | 25,000                                                                       |       | $                                                       | 11.96      |                                                          | $          | 130,308 |   |

 

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(1)  The options granted to Messrs. Obstler,Mina and Harvey each have an expiration date of February 23, 2019 and eachvests in four approximately equal installments on the first, second, third andfourth anniversaries of December 31, 2008. The option granted to Mr. Kjaer has an expiration date of May 7,2019 and vests in equal installments on the first, second, third and fourthanniversaries of May 1, 2009.

 

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(2)  These amounts represent thegrant date fair value, computed in accordance with FASB ASC Topic 718, of stockoption awards granted during the year.

 

(3) These options were granted in February 2009 but were part of bonuscompensation for the 2008 fiscal year.

 

**Option Exercises for the YearEnded December 31, 2009**

 
| **Name  and Principal  Position**   | ** ** | **Date**  | ** ** | **Number of Shares  Acquired on Exercise of  Option (#)** | ** ** | **Value Realized on  Exercise of Option ($)****(1)** | ** ** |
|-------------------------------------|------------|-----------|------------|-----------------------------------------------------------|------------|------------------------------------------------------|------------|
| Ethan  Berman, CEO                  |       | —    |       | —                                                    |       | —                                               |       |
|                                |       |      |       |                                                      |       |                                                 |       |
| David  Obstler, CFO                 |       | 7/27/2009 |       | 8,300                                                     |       | $                                                    | 109,560    |   |
|                                |       | 7/23/2009 |       | 34                                                        |       | $                                                    | 448        |   |
|                                |       |      |       |                                                      |       |                                                 |       |
| Knut  Kjaer, President              |       | —    |       | —                                                    |       | —                                               |       |
|                                |       |      |       |                                                      |       |                                                 |       |
| Jorge  Mina, Co-Head of Risk        |       | 6/22/2009 |       | 100                                                       |       | $                                                    | 1,632      |   |
|                                |       | 6/29/2009 |       | 400                                                       |       | $                                                    | 6,520      |   |
|                                |       | 7/21/2009 |       | 2,000                                                     |       | $                                                    | 32,628     |   |
|                                |       | 6/17/2009 |       | 2,000                                                     |       | $                                                    | 32,600     |   |
|                                |       | 6/30/2009 |       | 1,500                                                     |       | $                                                    | 24,467     |   |
|                                |       |      |       |                                                      |       |                                                 |       |
| Stephen  Harvey, Head of Governance |       | 11/9/2009 |       | 4,250                                                     |       | $                                                    | 43,358     |   |

 

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(1)  Represents the differencebetween the fair market value of stock received on the day of exercise less theoption exercise price.

 

**Outstanding Equity Awards at December 31,2009**

 
| **Name  and  Principal Position**   | ** ** | **Grant Date** | ** ** | **Number of Securities  Underlying Unexercised  Options (#) Exercisable** | ** ** | **Number of Securities  Underlying Unexercised  Options (#) Unexercisable** | ** ** | **Option  Exercise  Price  ($/share)** | ** ** | **Option  Expiration  Date** | ** ** |
|-------------------------------------|------------|----------------|------------|---------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|----------------------------------------|------------|------------------------------|------------|
| Ethan  Berman, CEO                  |       | 12/31/2001     |       | 125,000                                                                   |       | —                                                                      |       | 2.00                                   |       | 12/31/2011                   |       |
|                                |       | 12/31/2002     |       | 1,375,000                                                                 |       | —                                                                      |       | 2.00                                   |       | 12/31/2012                   |       |
|                                |       | 12/31/2004     |       | 62,500                                                                    |       | —                                                                      |       | 4.80                                   |       | 12/31/2014                   |       |
|                                |       | 1/25/2008      |       | 500                                                                       |       | —                                                                      |       | 17.50                                  |       | 1/25/2018                    |       |
|                                |       |           |       |                                                                      |       |                                                                        |       |                                   |       |                         |       |
| David  Obstler, CFO                 |       | 1/28/2005      |       | 387,500                                                                   |       | —                                                                      |       | 4.80                                   |       | 1/28/2015                    |       |
|                                |       | 12/31/2005     |       | 62,500                                                                    |       | —                                                                      |       | 7.20                                   |       | 12/31/2015                   |       |
|                                |       | 12/31/2006     |       | 28,125                                                                    |       | 9,374                                                                       | (1)        | 15.29                                  |       | 12/31/2016                   |       |
|                                |       | 1/25/2008      |       | 15,500                                                                    |       | 15,000                                                                      | (2)        | 17.50                                  |       | 1/25/2018                    |       |
|                                |       | 2/23/2009      |       | 7,500                                                                     |       | 22,500                                                                      | (3)        | $                                      | 11.96      |                         | 2/23/2019  |   |
|                                |       |           |       |                                                                      |       |                                                                        |       |                                   |       |                         |       |
| Knut  Kjaer, President              |       | 5/7/2009       |       | 0                                                                         |       | 400,000                                                                     | (4)        | $                                      | 17.43      |                         | 5/17/2019  |   |
|                                |       |           |       |                                                                      |       |                                                                        |       |                                   |       |                         |       |
| Jorge  Mina, Co-Head of Risk        |       | 12/31/2000     |       | 19,160                                                                    |       | —                                                                      |       | 1.20                                   |       | 12/31/2010                   |       |
|                                | 12/31/2001 |           | 17,500     |                                                                      | —     |                                                                        | 2.00       |                                   | 12/31/2011 |                         |
|                                |       | 12/31/2002     |       | 12,500                                                                    |       | —                                                                      |       | 2.00                                   |       | 12/31/2012                   |       |
|                                |       | 12/31/2003     |       | 62,500                                                                    |       | —                                                                      |       | 2.40                                   |       | 12/31/2013                   |       |
|                                |       | 12/31/2004     |       | 25,000                                                                    |       | —                                                                      |       | 4.80                                   |       | 12/31/2014                   |       |
|                                |       | 12/31/2005     |       | 99,999                                                                    |       | —                                                                      |       | 7.20                                   |       | 12/31/2015                   |       |
|                                |       | 12/31/2006     |       | 23,438                                                                    |       | 7,811                                                                       | (1)        | 15.29                                  |       | 12/31/2016                   |       |
|                                |       | 1/25/2008      |       | 13,000                                                                    |       | 12,500                                                                      | (5)        | 17.50                                  |       | 1/25/2018                    |       |
|                                |       | 2/23/2009      |       | 6,250                                                                     |       | 18,750                                                                      | (6)        | 11.96                                  |       | 2/23/2019                    |       |
|                                |       |           |       |                                                                      |       |                                                                        |       |                                   |       |                         |       |
| Stephen  Harvey, Head of Governance |       | 12/31/2004     |       | 10,000                                                                    |       | —                                                                      |       | 4.80                                   |       | 12/31/2014                   |       |
|                                | 12/31/2005 |           | 53,124     |                                                                      | —     |                                                                        | 7.20       |                                   | 12/31/2015 |                         |
|                                |       | 12/31/2006     |       | 23,438                                                                    |       | 7,811                                                                       | (1)        | 15.29                                  |       | 12/31/2016                   |       |
|                                |       | 1/25/2008      |       | 13,000                                                                    |       | 12,500                                                                      | (7)        | 17.50                                  |       | 1/25/2018                    |       |
|                                |       | 2/23/2009      |       | 6,250                                                                     |       | 18,750                                                                      | (8)        | 11.96                                  |       | 2/23/2019                    |       |

 

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(1)  This portion of the option will vest infull on December 31, 2010.

 

(2)  Of this option, it will vest as to 7,500underlying shares on December 31, 2010 and as to the remaining 7,500underlying shares on December 31, 2011.

 

(3)  Of this option, it will vest as to 7,500underlying shares on December 31, 2010, as to an additional 7,500underlying shares on December 31, 2011 and as to the remaining 7,500underlying shares on December 31, 2012.

 

(4)  Of this option, it will vest as to100,000 underlying shares on May 1, 2010, as to an additional 100,000underlying shares on May 1, 2011, as to an additional 100,000 underlyingshares on May 1, 2012 and as to the remaining 100,000 underlying shares onMay 1, 2013.

 

(5)  Of this option, it will vest as to 6,250underlying shares on December 31, 2010 and as to the remaining 6,250 underlyingshares on December 31, 2011.

 

(6)  Of this option, it will vest as to 6,250underlying shares on December 31, 2010, as to an additional 6,250underlying shares on December 31, 2011 and as to the remaining 6,250underlying shares on December 31, 2012.

 

(7)  Of this option, it will vest as to 6,250underlying shares on December 31, 2010 and as to the remaining 6,250underlying shares on December 31, 2011.

 

(8)  Of this option, it will vest as to 6,250underlying shares on December 31, 2010, as to an additional 6,250underlying shares on December 31, 2011 and as to the remaining 6,250underlying shares on December 31, 2012.

 

***Employment Letter Agreements with Named Executive Officers***

 

Generally, ournamed executive officers do not have employment contracts or agreement.  The Company did, however, enter into anemployment letter agreement with Knut Kjaer, our President, in connection withhis hiring in 2009.  Under the Agreement,Mr. Kjaer receives an annual salary of $400,000 and is initially eligiblefor an annual bonus targeted at two times his base salary (with the potentialfor up to 20% more if his objectives are exceeded by 20%).  At the time of his hiring, Mr. Kjaerreceived an option grant to purchase 400,000 shares of Company commonstock.  The option vests in equal 25% installments over fouryears.  If, however, during the first two years of his employment,there is a change of control, a change in the Company’s CEO or the Companyterminates his employment without cause, then the first 50% of his option willautomatically vest.  Further, if, during the first two years of hisemployment, there is a change of control or a change in the Company’s CEO and Mr. Kjaerterminates his employment or the Company terminates his employment for otherthan cause, then he will receive the remainder of his base salary that wouldotherwise be due from the date of his termination through April 30,2011.  Mr. Kjaer received arelocation assistance fee of $100,000.  Ms. Kjaer is entitled toparticipate in the Company’s standard employee benefit program, including groupinsurance and the Company’s 401(k) plan.

 

**2009Compensation of Non-Employee Directors**

 

Directors who arefull-time employees of the Company receive no additional compensation for theirservice as a director.  With respect tonon-employee directors, the Company’s philosophy is to provide competitivecompensation necessary to attract and retain outstanding people to the Company’sBoard.  The Board believes that asignificant portion of director compensation should consist of equity-basedcompensation to assist in aligning directors’ interests with the long-terminterests of shareholders.  TheCompensation and Human Resources Committee reviews annually the form and amountof director compensation with independent outside assistance if deemednecessary, and makes appropriate recommendations to the Board in light of theresponsibilities assumed and the director compensation of similarly situatedcompanies.

 

For the 2009-2010Board year (meaning the 12-month period from June 2009), non-employeedirectors received an annual cash retainer of $40,000 and a retainer of $5,000for each Board committee of which they were a member, except that members ofthe Audit Committee received a retainer of $10,000 for service on thatcommittee given its workload.  TheChairperson of each Board committee received an additional $10,000 retainerwhile the Chair of the Audit Committee received an additional retainer of$20,000.  In addition, each directorreceived 5,000 restricted shares of Company common stock which vest over aone-year period following issuance but with a three-year holding period.  Finally, our Board Chair received a totalannual retainer of $50,000 for his service as Board chair and a total of 7,500restricted shares of Company common stock. Directors do not receive separate meeting fees.

 

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The following tableprovides information regarding the compensation of our directors in the yearended December 31, 2009:

 

| **Name**                 | ** ** | **Fees  Earned  or Paid  in  Cash ($)** | ** ** | **Stock  Awards  ($) (1)** | ** ** | **Total ($)** | ** ** |
|--------------------------|------------|-----------------------------------------|------------|----------------------------|------------|---------------|------------|
| Ethan  Berman (2)        |       | —                                  |       | —                     |       | —        |       |
| Lovida  Coleman          |       | 45,000                                  |       | 81,300                     |       | 126,300       |       |
| Philip  Duff             |       | 40,000                                  |       | 81,300                     |       | 121,300       |       |
| Stephanie  Hanbury-Brown |       | 53,750                                  |       | 81,300                     |       | 135,050       |       |
| Rene  Kern (3)           |       | 45,000                                  |       | 81,300                     |       | 126,300       |       |
| Christopher  Mitchell    |       | 47,500                                  |       | 81,300                     |       | 128,800       |       |
| Frank  Noonan            |       | 55,000                                  |       | 81,300                     |       | 136,300       |       |
| Lynn  Paine              |       | 45,000                                  |       | 81,300                     |       | 126,300       |       |
| Tom  Renyi               |       | 25,000                                  |       | 81,300                     |       | 106,300       |       |
| Stephen  Thieke          |       | 62,500                                  |       | 121,950                    |       | 184,450       |       |
| Robert  Trudeau          |       | 45,000                                  |       | 81,300                     |       | 126,300       |       |

 

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(1) These amounts reflect the aggregate grant date fair value of the restrictedstock issued during the 2009 fiscal year, computed in accordance with FASB ASCTopic 718.

 

(2) Mr. Berman received no compensation as a director. See the SummaryCompensation Table above for Mr. Berman’s compensation as our chiefexecutive officer.

 

(3) At his election, Mr. Kern received shares of Company stock in lieu of thecash compensation payments, with the number of shares issued based on closingprice of the Company stock on the date he would have otherwise received a cashcompensation payment.

 

**Compensation Committee Interlocksand Insider Participation**

 

During 2009, none of ourexecutive officers served, currently none of them serves and we anticipate thatnone will serve in the future, on the board of directors or compensationcommittee of any other entity with executive officers who have served or willserve on our board of directors or our Compensation and Human ResourcesCommittee.

 

**COMPENSATIONAND HUMAN RESOURCES COMMITTEE REPORT**

 

The Compensation andHuman Resources Committee has reviewed and discussed the preceding CompensationDiscussion and Analysis with management and, based on this review anddiscussion, has recommended to the Board of Directors that this CompensationDiscussion and Analysis be included in this Form 10-K/A.  In addition, this Committee encouragesshareholders to communicate their views on our compensation philosophy,policies, objectives and practices, beyond the advisory vote described in moredetail below.  These communications canbe addressed to:

 
| Via Email:        | sayonpay@riskmetrics.com                             |
|-------------------|------------------------------------------------------|
|              |                                                 |
| Mail or Delivery: | Corporate Secretary of  RiskMetrics Group, Inc. |
|              | One Chase Manhattan  Plaza, 44th Floor          |
|              | New York, NY 10005                                   |

 

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Compensation andHuman Resources Committee

 

ChristopherMitchell, Chairman

StephanieHanbury-Brown

Lynn Paine

Robert Trudeau

 

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**Item 12.****                                                   ****Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters**

 

**SECURITIES OWNERSHIP OF OFFICERS AND DIRECTORS**

**AND CERTAIN BENEFICIAL OWNERS**

 

The following table showsthe number of shares of our common stock beneficially owned as of April 19,2010 by: (i) each of our Directors and Executive Officers, (ii) eachstockholder who is known by the Company to beneficially own in excess of 5% ofthe outstanding shares of the Company’s common stock, and (iii) all of ourDirectors and Officers as a group. Except as otherwise noted below, the address of each of the persons inthe table is c/o of RiskMetrics Group, Inc., One Chase Manhattan Plaza, 44th Floor, NewYork, New York 10005.

 
| **Beneficial  Owner**                                                                                                                                     | ** ** | **Number** | ** ** | **Percentage#** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|------------|-----------------|------------|
|                                                                                                                                                      |       |       |       |            |       |
| Entities  affiliated with T. Rowe Price Associates, Inc. (1)100 E. Pratt StreetBaltimore, MD 21202                                                   |       | 4,752,209  |       | 6.5             | %          |
| Entities  affiliated with Baron Capital Group, Inc. (2)767 Fifth AvenueNew York, NY 10153                                                            |       | 4,265,920  |       | 5.8             | %          |
| Entities  affiliated with Morgan Stanley (3)1585 BroadwayNew York, NY 10036andMorgan Stanley Investment Management Inc.522 Fifth AvenueNew York, NY 10036 |       | 3,653,164  |       | 5.0             | %          |
| Entities affiliated with General Atlantic LLC(4)                                                                                                          |       | 12,266,332 |       | 16.8            | %          |
| Entities  affiliated with Spectrum Equity Investors IV, L.P.(5)                                                                                           |       | 10,833,332 |       | 14.8            | %          |
| Entities affiliated with TCV V, L.P.(6)                                                                                                                   |       | 6,424,802  |       | 8.8             | %          |
| Ethan Berman (7)                                                                                                                                          |       | 5,139,960  |       | 7.0             | %          |
| Lovida Coleman                                                                                                                                            |       | 20,500     |       | *               |       |
| Philip Duff (8)                                                                                                                                           |       | 135,000    |       | *               |       |
| Stephanie Hanbury-Brown                                                                                                                                   |       | 7,917      |       | *               |       |
| Rene Kern (9)                                                                                                                                             |       | 12,280,913 |       | 16.8            | %          |
| Christopher Mitchell (10)                                                                                                                                 |       | 10,843,332 |       | 14.8            | %          |
| Frank Noonan                                                                                                                                              |       | 25,500     |       | *               |       |
| Lynn Paine                                                                                                                                                |       | 10,500     |       | *               |       |
| Tom Renyi                                                                                                                                                 |       | 5,000      |       |            |       |
| Stephen Thieke (11)                                                                                                                                       |       | 57,000     |       | *               |       |
| Robert Trudeau (12)                                                                                                                                       |       | 8,334      |       | *               |       |
| David Obstler (13)                                                                                                                                        |       | 547,499    |       | *               |       |
| Knut Kjaer (14)                                                                                                                                           |       | 415,000    |       |            |       |
| Jorge Mina (15)                                                                                                                                           |       | 91,749     |       | *               |       |
| Stephen Harvey (16)                                                                                                                                       |       | 125,701    |       | *               |       |
| All directors and executive officers as a group (15  persons)                                                                                             |       | 29,713,905 |       | 40.7            | %          |

 

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*#*Based on 73,045,930 shares of common stockoutstanding as of April 21, 2010, plus options to purchase common stockexercisable as of April 21, 2010 or 60 days thereafter and restrictedshares whose restrictions will lapse within 60 days of April 21, 2010.

 

***Represents beneficial ownership of less than1%.

 

(1) T. Rowe Price Associates, Inc. has beneficial ownership of these shares asof December 31, 2009.  Theinformation provided is based upon a Schedule 13G dated February 11, 2010,filed by T. Rowe Price Associates, Inc.

 

(2) Baron Capital Group, Inc. has beneficial ownership of these shares as of December 31,2009. The information provided is based upon a Schedule 13G/A dated February 12,2010, filed by Baron Capital Group, Inc.

 

(3) Morgan Stanley and Morgan Stanley Investment Management, Inc. havebeneficial ownership of these shares as of December 31, 2009. Theinformation provided is based upon a Schedule 13G/A dated February 12,2010, filed by Morgan Stanley.

 

(4)  Includes 11,316,972 sharesheld by General Atlantic Partners 78, L.P., 153,329 shares held by GapStar,LLC, 617,174 shares held by GAP Coinvestments III, LLC, 166,132 shares held byGAP Coinvestments IV, LLC and 12,725 shares held by GAPCO GmbH & Co.KG. General Atlantic LLC is the general partner of General Atlantic Partners78, L.P. and the sole member of GapStar, LLC. The Managing Members of GAPCoinvestments III, LLC 

 

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andGAP Coinvestments IV, LLC are Managing Directors of General Atlantic LLC. Thegeneral partner of GAPCO GmbH & Co. KG is GAPCO Management GmbH. TheManaging Directors of General Atlantic LLC make the voting and investment decisionswith respect to GAPCO Management GmbH and GAPCO GmbH & Co. KG. ReneKern is a Managing Director of General Atlantic LLC and a Managing Memberof GAP Coinvestments III, LLC and GAP Coinvestments IV, LLC. Mr. Kerndisclaims beneficial ownership of such shares except to the extent of hisindividual pecuniary interest therein. The address for the General Atlanticentities, other than GAPCO GmbH & Co. KG and GAPCO Management GmbH, isc/o General Atlantic Service Company, LLC, Three Pickwick Plaza, Suite 200,Greenwich, Connecticut 06830. The address for GAPCO GmbH & Co. KG andGAPCO Management GmbH is Koenigsallee 62, 40212 Duesseldorf, Germany.

 

(5)  Includes 10,643,750 sharesheld by Spectrum Equity Investors IV, L.P., whose general partner is SpectrumEquity Associates IV, L.P.; 48,082 shares held by Spectrum Equity InvestorsParallel IV, L.P. whose general partner is Spectrum Equity Associates IV, L.P.;and 141,500 shares held by Spectrum IV Investment Managers’ Fund, L.P. Votingand investment control over the shares held by Spectrum entities is exercisedby the following members of the Spectrum investment committees: Brian B.Applegate, William P. Collatos, Benjamin M. Coughlin, Randy J. Henderson,Michael J. Kennealy, Kevin J. Maroni, Christopher T. Mitchell and Victor E.Parker, each of whom disclaims beneficial ownership of such shares, except fortheir individual pecuniary interest therein. The address of the Spectrumentities is 333 Middlefield Road, Suite 200, Menlo Park, California94025.

 

(6)  Includes 6,305,370 shares ofcommon stock held by TCV V, L.P.; and 119,432 shares of common stock held byTCV Member Fund, L.P., and 1,666 restricted shares held by TCV Management 2004(“Management 2004”).  TechnologyCrossover Management V, L.L.C. (“TCM V”) is the sole General Partner of TCV V,L.P. and a General Partner of TCV Member Fund, L.P. The investment activitiesof TCM V are managed by Jay C. Hoag, Richard H. Kimball, John L. Drew, Jon Q.Reynolds and William J.G. Griffith IV (collectively, the “TCM Members”) whoshare voting and dispositive power with respect to the shares beneficiallyowned by the TCV V, L.P. and TCV Member Fund, L.P. (collectively the “TCV Funds”).TCM V and the TCM Members disclaim beneficial ownership of such shares except tothe extent of their individual pecuniary interest therein.  The TCM Members are also members ofManagement 2004, but disclaim beneficial ownership of the shares owned byManagement 2004 except to the extent of their individual pecuniary interesttherein.  The address of TCM V, the TCVFunds and the TCM Members is 528 Ramona Street, Palo Alto, California 94301.

 

(7) Includes options to purchase1,563,000 shares.  Does not include977,100 shares held in an irrevocable trust for the benefit of Mr. Berman’schildren created on August 18, 2000, of which Mr. Berman’s wife andfather are the trustees of the irrevocable trust.  Also does not include an aggregate of 4,200shares of common stock held in irrevocable trusts established for the benefitof Mr. Berman’s children on December 20, 2007, of which Mr. JohnC. Novogrod is the trustee of each of the irrevocable trusts.

 

(8)  Consists of 10,000 restricted shares and options topurchase 125,000 shares.

 

(9)  Consists of 10,000 restrictedshares issued for compensatory purposes and 4,581 shares issued as stock inlieu of cash compensation.  Also includesIncludes 11,316,972 shares held by General Atlantic Partners 78, L.P., 153,329shares held by GapStar, LLC, 617,174 shares held by GAP Coinvestments III, LLC,166,132 shares held by GAP Coinvestments IV, LLC and 12,725 shares held byGAPCO GmbH & Co. KG. General Atlantic LLC is the general partner ofGeneral Atlantic Partners 78, L.P. and the sole member of GapStar, LLC. TheManaging Members of GAP Coinvestments III, LLC and GAP Coinvestments IV, LLCare Managing Directors of General Atlantic LLC. The general partner of GAPCOGmbH & Co. KG is GAPCO Management GmbH. The Managing Directors ofGeneral Atlantic LLC make the voting and investment decisions with respect to GAPCOManagement GmbH and GAPCO GmbH & Co. KG.  Rene Kern is a Managing Director of GeneralAtlantic LLC and a Managing Member of GAP Coinvestments III, LLC and GAPCoinvestments IV, LLC. Mr. Kern disclaims beneficial ownership of suchshares except to the extent of his individual pecuniary interest therein.  Mr. Kern may be deemed to be a member ofa “group” for purposes of the Securities Act of 1934, and disclaims beneficialownership of securities deemed to be owned by the group that are not directlyowned by Mr. Kern.

 

(10)  Consists of 10,000 restricted sharesissued for compensatory purposes.  Alsoincludes 10,643,750 shares held by Spectrum Equity Investors IV, L.P., whosegeneral partner is Spectrum Equity Associates IV, L.P.; 48,082 shares held by SpectrumEquity Investors Parallel IV, L.P. whose general partner is Spectrum EquityAssociates IV, L.P.; and 141,500 shares held by Spectrum IV Investment Managers’Fund, L.P. Voting and investment control over the shares held by Spectrumentities is exercised by the following members of the Spectrum investmentcommittees: Brian B. Applegate, William P. Collatos, Benjamin M. Coughlin,Randy J. Henderson, Michael J. Kennealy, Kevin J. Maroni, Christopher T.Mitchell and Victor E. Parker, each of whom disclaims beneficial ownership ofsuch shares, except for their individual pecuniary interest therein.

 

(11)  Includes options to purchase 25,000 shares.

 

(12)  Consists of 8,334 restricted shares issuedfor compensatory purposes.  Mr. Trudeauhas the sole voting and dispositive power over these shares; however,Management 2004 (as define din footnote 6 above) owns 100% of the pecuniaryinterest therein.  Mr. Trudeaudisclaims beneficial ownership of such shares except to the extent of hispecuniary interest therein.  Does notinclude 1,666 restricted shares previously issued to Mr. Trudeau forcompensatory purposes which were transferred from Mr. Trudeau toManagement 2004.  Please see note 6 abovefor discussion of the ownership of Management 2004.

 

(13)  Includesoptions to purchase 527,499 shares.

 

(14) Includes options to purchase 400,000 shares.

 

(15) Includes options to purchase 81,749 shares.

 

(16)  Includes options to purchase 115,701 shares.

 

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**Item13.  Certain Relationships and RelatedTransactions, and Director Independence**

 

**Transactionswith Related Persons**

 

There have been notransactions between the Company and any related party since January 1,2009, nor are any currently proposed, for which disclosure is required underthe SEC rules.  The Audit Committee,pursuant to its written charter, is charged with the responsibility ofreviewing certain issues involving potential conflicts of interest, andreviewing and approving all related party transactions, including thoserequired to be disclosed as a ‘‘related party’’ transaction under applicablefederal securities laws. The Audit Committee has not adopted any specificprocedures for conducting such reviews and will consider each transaction inlight of the specific facts and circumstances presented.

 

**IndemnificationAgreements with Directors**

 

We have enteredinto customary indemnification agreements with all of our directors.

 

**DirectorIndependence**

 

The Board annuallyassesses the independence of each Director nominee.  No director qualifies as “independent” unlessthe Board affirmatively determines that the director has no materialrelationship with the Company (either directly or as a partner, shareholder orofficer of an organization that has a relationship with the Company).  For purposes of this director independenceclassification, “material” will be defined as a standard of relationship(financial, personal or otherwise) that a reasonable person might concludecould potentially influence one’s objectivity in the boardroom in a manner thatwould have a meaningful impact on an individual’s ability to satisfy requisitefiduciary standards on behalf of shareholders. Our definition of “independent” is included in our Governance Principalsand Board Guidelines which are available on our website at www.riskmetrics.com.

 

Under theseindependence standards, and in conformity with the listing standards of theNYSE, the Board has determined that Lovida Coleman, Stephanie Hanbury-Brown,Rene Kern, Christopher Mitchell, Frank Noonan, Lynn Paine, Thomas Renyi,Stephen Thieke and Robert Trudeau, are independent.  Ethan Berman is not independent because he isalso our Chief Executive Officer.  PhilipDuff is not independent because of a customer contract entered into in May 2008between the Company and Duff Capital Advisors, of which Mr. Duff was theCEO and General Partner at the time at which the contract was entered into.

 

**Item14.  Principal Accounting Fees andServices**

 

In April 2009, theAudit Committee voted to appoint Deloitte & Touche LLP (“Deloitte”),an independent registered public accounting firm, to perform the annual auditof the Company’s consolidated financial statements for the fiscal year 2009,subject to ratification by the shareholders which was obtained at the Company’sannual meeting of shareholders in June 2009.

 

The aggregate fees forprofessional services rendered to the Company by Deloitte for the years ended December 31,were as follows:

 
| ** **                                                                                                                                                                                                                                                 | ** ** | **2008** | ** ** | **2009** | ** ** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|----------|------------|
| Audit  Fees (integrated audit of the Company’s consolidated financial statements for  the years ended December 31, accounting consultations, reviews of  quarterly financial information, regulatory filings related to the Company’s  IPO) |       | $        | 1,425,100  |     | $          | 1,030,000 |   |
| Audit  related fees (services related to SAS 70 reports and registration statements)                                                                                                                                                                       |       | 194,500  |       | 160,000  |       |
| Tax  fees (tax audit assistance)                                                                                                                                                                                                                           |       | —   |       | 9,000    |       |
| All  other fees                                                                                                                                                                                                                                            |       | —   |       | —   |       |
| Total  Fees                                                                                                                                                                                                                                                |       | $        | 1,619,600  |     | $          | 1,199,000 |   |

 

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***Audit Committee Pre-Approval Policy***

 

*Auditand Audit Related Services:*

 

TheAudit Committee, at a minimum, will annually approve the annual audit fee whichincludes the annual audit, quarterly review services and statutory audit feesas outlined in the Independent Auditor’s annual audit engagement letter.  All other audit and audit related servicesshall be approved by the Audit Committee with the exception of the following:

 

·                  The Company’s ChiefFinancial Officer (“CFO”) may approve audit and audit related fees on anengagement-by-engagement approach provided that each engagement: i) does notexceed $50,000 and ii) is in accordance with the Audit Committee’s policyobjectives including maintaining the independence of the outside auditor.  In order to make such determination, the CFOwill receive from the business staff requesting these services a writtenexplanation of why retention of the Independent Auditor to perform this workwill benefit the Company.  The CFO mustalso receive from the Independent Auditor a representation that the requestedservices will not impair the Independent Auditor’s independence underapplicable professional standards.  Ifthere is any uncertainty as to whether the engagement will violate the policyobjectives, the CFO will consult with the Audit Committee in order to obtainapproval.

 

Theapproval of such fees will be noted by the signing of an engagement letter.

 

*NonAudit Services:*

 

Allnon-audit services must be approved by the Audit Committee with the exceptionof the following:

 

·                  The Company’s ChiefFinancial Officer (“CFO”) may approve non- audit related fees on anengagement-by-engagement approach provided that each engagement: i) does notexceed $25,000 and ii) is in accordance with the Audit Committee’s policyobjectives including maintaining the independence of the outside auditor.  In order to make such determination, the CFOwill receive from the business staff requesting these services a writtenexplanation of why retention of the Independent Auditor to perform this work willbenefit the Company.  The CFO must alsoreceive from the Independent Auditor a representation that the requestedservices will not impair the Independent Auditor’s independence underapplicable professional standards.   Ifthere is any uncertainty as to whether the engagement will violate the policyobjectives, the CFO will consult with the Audit Committee in order to obtainapproval.

 

Theapproval of such fees will be noted by the signing of an engagement letter.

 

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**Part IV**

 

**Item 15. Exhibits and Financial Statement Schedules**

 

*(a)(3.) Exhibits*

 
| **Exhibit  Number** | ** ** | **Description**                                                |
|---------------------|------------|----------------------------------------------------------------|
| ** **          | ** ** | ** **                                                     |
| 31.1                |       | Section 302 Certification of Principal Executive Officer* |
|                |       |                                                           |
| 31.2                |       | Section 302 Certification of Principal Financial Officer* |
|                |       |                                                           |
| 32.1                |       | Section 906 Certification of Principal Executive Officer* |
|                |       |                                                           |
| 32.2                |       | Section 906 Certification of Principal Financial Officer* |

 

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*                                         Filed herewith.

 

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**SIGNATURES**

 

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersigned;thereunto duly authorized this 30th day of April,2010.

 
|   | RISKMETRICS GROUP, INC. |
|--------|------------------------------|
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ M. ETHAN BERMAN |
|   |                         | M. Ethan Berman |
|   |                         | *Chief Executive Officer* |

 

Pursuant to the requirementsof the Securities Act of 1934, this report has been signed below by thefollowing persons in the capacities and on the dates indicated.

 
| **Signature**                 | ** ** | **Title**                                  | ** ** | **Date**                 |
|-------------------------------|------------|--------------------------------------------|------------|--------------------------|
|                          |       |                                       |       |                     |
| /s/ M. ETHAN BERMAN           |       | Chief Executive Officer          |       | April 30, 2010 |
| M. Ethan Berman     |       | *(Principal Executive Officer)*  |       |
|                          |       |                                       |       |                     |
| /s/ DAVID M. OBSTLER          |       | Chief Financial Officer          |       | April 30, 2010 |
| David M. Obstler    |       | *(Principal Financial Officer)*  |       |
|                          |       |                                       |       |                     |
| /s/ ERIC DANIELS              |       | Global Controller                     |       | April 30, 2010 |
| Eric Daniels             |       | *(Principal Accounting Officer)* |       |
|                          |       |                                       |       |                     |
| /s/  LOVIDA COLEMAN, JR.      |       | Director                                   |       | April 30, 2010 |
| Lovida Coleman, Jr. |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ PHILIP DUFF               |       | Director                                   |       | April 30, 2010 |
| Philip Duff              |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ STEPHANIE  HANBURY-BROWN  |       | Director                                   |       | April 30, 2010 |
| Stephanie Hanbury-Brown  |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ RENE M. KERN              |       | Director                                   |       | April 30, 2010 |
| Rene M. Kern        |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ CHRISTOPHER MITCHELL      |       | Director                                   |       | April 30, 2010 |
| Christopher Mitchell     |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ FRANK NOONAN              |       | Director                                   |       | April 30, 2010 |
| Frank Noonan             |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ LYNN PAINE                |       | Director                                   |       | April 30, 2010 |
| Lynn Paine               |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ THOMAS RENYI              |       | Director                                   |       | April 30, 2010 |
| Thomas Renyi             |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ STEPHEN THIEKE            |       | Director                                   |       | April 30, 2010 |
| Stephen Thieke           |       |                                       |       |                     |
|                          |       |                                       |       |                     |
| /s/ ROBERT TRUDEAU            |       | Director                                   |       | April 30, 2010 |
| Robert Trudeau           |       |                                       |       |                     |

 

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