New SEC Scrutiny

1. The SEC is now requiring, not merely suggesting, that companies disclose whether the roles of chairman and CEO are held by one person, and if so, why the company wants to keep it that way and the reasons it believes such an arrangement is appropriate. There also must be a separate “lead” director.
    
2. In addition to business experience of directors, disclosure henceforth must be made as to specific experience, qualifications and attributes that led the nominating committee to the conclusion that the person should serve as a director in the first place. Likewise, if a director is chosen to sit on a particular board committee, the reasons why should be disclosed.
    
3. Stockholder meeting voting results this year must be reported via an 8K within four days of the meeting. The old requirements, no longer in force, called for reporting results in Forms 10-K and 10-Qs.

 
As with all SEC mandates, legal counsel should always prevail.

— Roger Pondel, President, rpondel@pondel.com