Category: Corporate Governance
Establishing disclosure controls for non-GAAP financial measures
by Cydney Posner With the spotlight now on non-GAAP financial measures, companies might find this article in CFO.com to be particularly useful. The article provides practical guidance to help companies establish effective disclosure controls and procedures for non-GAAP financial measures.
Surprise! Compliance Society survey finds compliance programs effective
by Cydney Posner A 2016 survey conducted by the Society of Corporate Compliance and Ethics and the Health Care Compliance Association of their members found that compliance professionals were well worth the cost. (But really, would you have expected them to publish a survey showing that their members and programs […]
Large companies continue to enhance audit committee disclosures voluntarily, but pass on more delicate disclosures
by Cydney Posner With the PCAOB likely to adopt some form of enhanced disclosure requirement for the auditor’s report (see this PubCo post and this PubCo post regarding the reproposal of disclosure of “critical audit matters”), and the SEC contemplating the addition of a number of disclosure mandates for audit […]
Climate change tops the list of issues in comments on Reg S-K concept release
by Cydney Posner According to BNA, at a recent conference, Corp Fin Director Keith Higgins reported that the highest proportion of comments so far received on the Reg S-K Concept Release related to better environmental and social responsibility disclosure. As SEC Chair Mary Jo White indicated a few months ago: the […]
Has Corp Fin “evolved” on exclusion of proxy access proposals under Rule 14a-8(i)(10)?
by Cydney Posner Until yesterday, there were five no-action requests regarding proxy access proposals from the McRitchie/Chevedden group awaiting responses from Corp Fin as to whether the proposals could be excluded on the basis that they had been “substantially implemented” under Rule 14a-8(i)(10). The burning question was whether there would […]
Does a low favorable vote for a say-on-pay proposal affect directors’ reputations outside the company?
by Cydney Posner As discussed in a PubCo post last week, say on pay has had some surprising consequences. While there hasn’t been much impact on the levels of executive pay, according to this paper, one group that have experienced some impact from say on pay are directors. The academic study indicates […]
Are the days of “I’ll-scratch-your-back” cronyism history?
by Cydney Posner As discussed in a PubCo post last week, a theory that is currently gaining purchase is that, whether as a result of say on pay or otherwise, the increased influence of proxy advisory firms has led to a kind of homogenization of executive pay packages based on […]
Ninth Circuit addresses SOX 304 clawback requirements and liability for Rule 13a-14 false certifications
by Cydney Posner A new case from the 9th Circuit, SEC v. Jensen, is the first circuit court case to confirm the SEC’s position that the “clawback” provisions of SOX 304 provide for a disgorgement remedy against CEOs and CFOs when the issuer has restated its financial statements as a […]
The unintended consequences of say on pay
by Cydney Posner This post from the Columbia Law School CLS Blue Sky blog, “Should Say-on-Pay Votes Be Binding?,” by two executives from the Institute for Governance of Private and Public Organizations in Canada, in exploring the issue raised in the post’s title, looks at the question of the effectiveness and […]
Study finds disclosure of “critical audit matters” may reduce legal exposure for auditors
by Cydney Posner When the PCAOB originally floated the idea of an expanded audit report in 2011, the proposal fueled quite a controversy. Supporters of the concept contended that the current form of the auditor’s report was just boilerplate that “tells investors little of substance about a company’s true condition,” while […]
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