Corporate Governance

Regime Change and the SEC's Corporate Governance Agenda: A Recap

By J. Robert Brown

So, in this last post, we list the top 10 most important corporate governance reforms that require action by the Commission.  These include:

#10    Strengthen disclosure of environmental policies and practices;

#9       Reform of the shareholder communication rules to facilitate direct communications with beneficial owners;

#8       Reform of the NYSE 10 day rule to allow brokers to vote shares present for quorum purposes but not for unopposed directors;

#7       Enforce the corporate governance disclosure requirements of Item 407 of Regulation S-K;

#6       Disavow any further use of a willingness to referr proposals submitted under Rule 14a-8 to the Delaware Supreme Court;

#5       Adopt disclosure requirements designed to ensure the independence of compensation consultants;

#4       Adopt disclosure requirements designed to highlight corporate social responsibility;

#3       Amend the rules implementing Section 13(d) to require disclosure of equity swap and other derivative positions that result in an investor exceeding the 5% threshold;

#2       Adopt disclosure requirements designed to ensure better governance and independent sources of information to the board; and

#1       Access.  The Commission should provide large (or groups of) shareholder with direct access to the company's proxy statement for their nominees.

Full post as published by The Race to the Bottom on January 13, 2009 (boomark / email).