Compliance Archive

Nov 29, 2018
NYSE opens comp committee exemptions to more companies
The SEC has approved changes to the NYSE’s listed company manual that will enable more smaller issuers to benefit from exemptions from compensation committee compliance requirements. The SEC in June adopted amendments to the ‘smaller reporting company’ (SRC) definition to expand the number of companies that qualify for certain existing disclosure benefits. The changes went into effect on Septem...
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Nov 14, 2018
Groups work on non-financial reporting standards alignment
Leading institutions in non-financial reporting – including the Sustainability Accounting Standards Board (SASB), the Climate Disclosure Standards Board (CDSB), FASB and the Global Reporting Initiative (GRI) – have launched a two-year project to drive better alignment between the different frameworks. The new project, which will be led by the IIRC’s Corporate Reporting Dialogue, will identify similarities and differences between a range of different reporting ...
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Nov 01, 2018
SEC guides on tackling shareholder proposals
On October 23, 2018, the SEC’s Division of Corporation Finance published Staff Legal Bulletin No 14J (SLB 14J), providing important guidance concerning shareholder proposals. Specifically, SLB 14J addresses board analyses that may be provided in the context of certain ‘ordinary business’ or ‘relevance’ no-action requests, the ‘micro-management’ prong of the ‘ordinary business’ exclusion, and the application of the ‘ordinary business’ exclusion ...
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Oct 25, 2018
CEOs back updated governance principles
The CEOs of major public companies and institutional investment firms have signed up to a revised set of principles designed to provide what the authors call ‘a basic framework for sound, long-term-oriented governance.’ The new document updates an initial set of principles released in 2016. That version was signed by CEOs of 13 organizations, including Berks...
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Oct 16, 2018
Why board resolutions mustn’t be forgotten
Recordkeeping can be a hassle: it costs money and time to maintain records. But it is a necessary and crucial part of every company. The failure to maintain proper records can have detrimental consequences on the validity of a company’s actions, particularly when that failure is the failure to properly document board approval of key company decisions. Every company that has a board of directors or board of managers – regardless of the company’s size, maturity ...
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Jul 31, 2018
CII lobbies directors over SEC’s transaction-fee pilot
The boards of almost 40 public companies face pushback over their apparent opposition to an SEC pilot scheme that would limit the rebates on transaction fees that are paid to market-makers by stock exchanges. The Council of Institutional Investors (CII) recently sent letters to directors of 37 publicly traded companies that the council says have submitted public comment letters opposing the pilot, with most support...
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Jul 12, 2018
Proxy adviser reform act begins Senate process
The US Senate Banking Committee began proceedings in late June to hear the Corporate Governance Reform Act – also dubbed the Proxy Advisory Reform Act – to see whether it can be passed before Congress’ mid-term elections in November. The House of Representatives passed the bill in December 2017. It is supported by a broad range of business groups, including NIRI, the Society for Corporate Governance, Nasdaq, the NYSE and the US Chamber of Commerce. The ...
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