This week we highlight a study by the EY Center for Board Matters, “Audit Committee Reporting to Shareholders in 2017.” EY reviewed audit committee-related proxy disclosures by Fortune 100 companies to examine trends in voluntary reporting and finds a continued increase in voluntary audit committee disclosures to shareholders.
On August 17, 2017, the Securities and Exchange Commission (SEC) Staff issued new Compliance and Disclosure Interpretations (C&DIs) that clarify the financial information that Emerging Growth Companies (EGCs) and non-EGCs may omit from their draft registration statements. As we previously blogged, beginning on July 10, 2017, the SEC began to accept voluntary draft registration statements from all issuers for nonpublic review (not just EG). While these latest C&DIs provide useful examples about what financial statements to include in a registration statement, they are consistent with the SEC’s prior announcement, on June 29, 2017, regarding the expanded draft registration statement processing procedures, which was supplemented on August 17, 2017.
This week we highlight Bloomberg BNA’s analysis “Corporate Cyber Risk Disclosures Jump Dramatically in 2017,” which examines SEC annual and quarterly filings from 2010 to June 30, 2017. The findings show that more public companies are citing cybersecurity as a risk in their financial disclosures in the first half of 2017 than in all of 2016, suggesting that board and C-suite fears over data breaches may be escalating.
“Why Private Companies Shouldn’t Overlook the Benefits of Directors and Officers Liability Insurance,” an article by Akin Gump litigation partner Douglas Rappaport, counsel Jacqueline Yecies and associate Tim Shepherd, with co-authors, has been published by Marsh.
This week we highlight PWC’s report on How your board can be ready for crisis, addressing key challenges for directors during a crisis and discussing how being prepared gives a company better odds of bouncing back smoothly. This analysis reviews the elements of effective crisis management plans and the importance of an escalation plan between management and the board, among other issues.
This week we highlight two analyses, one by J.P. Morgan and the other by Ernst & Young, reviewing the 2017 proxy season. The reports address board diversity; gender equality; environmental, social and governance (ESG) issues; and the normalization of shareholder activism as high priorities and key trends for many investors and boards.
This week we highlight Willis Towers Watson’s 2017 Proxy Analysis of Executive Compensation. Their analysis is based on 365 S&P 1500 companies with consistent CEOs that filed proxies disclosing 2016 pay by the end of March 2017. The findings conclude that executive pay practices settled in to a new normal in 2016, characterized by modest pay increases, continued emphasis on performance-oriented compensation, and annual and long-term incentive (LTI) plan design features and metrics consistent with those of recent years.
This week we highlight Professor John Coffee Jr.’s article “Hobson’s CHOICE: The Financial CHOICE Act of 2017 and the Future of SEC Administrative Enforcement”, analyzing the Financial CHOICE Act and in particular its impact on SEC enforcement. This post was published in the Columbia law school’s blog on corporations and the capital markets.