Compliance Archive

Apr 18, 2019
SEC investor advocate cautions on proxy adviser controls
The SEC’s investor advocate has urged the commission not to focus on reforms of the proxy advisory industry, amid growing pressure for the agency to impose additional regulatory controls. ‘I think it is fair to say that investors are wary about efforts to regulate proxy advisers,’ Rick Fleming told attendees at the annual ‘SEC Speaks’ conference earlier this month. ‘Indeed, at the roundtable on the proxy process that the commission held last Novem...
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Apr 17, 2019
CII targets better ESG and human capital disclosure
The Council of Institutional Investors (CII) has called for action to be taken to improve issuers’ reporting around human capital management and ESG matters, at a time when non-governmental changes appear to have more momentum than regulatory reforms. Human capital management is becoming an increasingly important issue for companies and investors, putting many governance teams in a position where they need to help boards understand the challenges and opportunities...
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Apr 04, 2019
Cleary Gottlieb lawyers eye improvements to quarterly reporting
Attorneys with Cleary Gottlieb Steen & Hamilton have urged the SEC to consider making changes to the quarterly reporting requirements it imposes on companies to ease the compliance burden while improving the process. ‘We believe the commission should focus its regulatory energies on reducing the burdens of Form 10Q where that can be done without weakening investor protections,’ the attorneys write in a recent ...
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Mar 27, 2019
CII backs quarterly reporting, but not guidance
The Council of Institutional Investors (CII) has given its support to the existing quarterly reporting model – but has voiced concern that quarterly guidance can lead to short-termism and ‘making the numbers.’ US domestic issuers must file quarterly reports on Form 10Q. That is a system that benefits investors, companies and other market participants, according to CII. ‘[T]he requirement to report historical earnings on a quarterly basis is a key element of ...
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Mar 07, 2019
SEC’s Peirce tackles CII on arb and shareholder proposals
SEC member Hester Peirce has questioned the Council of Institutional Investors’ (CII) stance on the key corporate governance issues of mandatory arbitration and filing shareholder proposals. Speaking at the CII’s spring conference on Tuesday, Peirce expressed a general concern that ‘many investors these days seem focused on non-investment matters at the expense of concentration on a sound allocation of resources to their highest and best use. Real dollars are ...
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Feb 19, 2019
SEC encourages board diversity disclosure
As US public companies prepare for the 2019 proxy season, the SEC has given them a nudge toward disclosing details on how they take diversity into account when making decisions about the composition of their board. The agency has taken the step at a time when there is growing investor pressure to boost diversity on boards, and an intensifyin...
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Jan 24, 2019
How Graybar stays current on governance trends
In the four years since the introduction of this category, this is the third time Graybar Electric Company has won the award for best overall governance for a private company. But then it has been working on governance – and doing so as a private firm – for a long time: it celebrated its 150th anniversary during the week of the awards and is in its 90th year of employee ownership. Its employee and retiree shareholders number more than 7,300, which means that des...
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