Fourth Annual Disclosure Committee Tune-Up

Recent SEC rulemaking has created several new and unique challenges for disclosure committees this year. New disclosures for trading plans by issuers and their officers and directors, cybersecurity incidents and related disclosures, clawback policies and related disclosures, and daily share repurchases must be implemented. Considerations for disclosures about human capital resources, climate-related matters, inflation, supply chain disruptions, and other emerging risks continue to evolve. Disclosure controls and procedures, and perhaps disclosure committee membership, must be confirmed or amended to verify that they capture the information now required for these and other new “principles-based” disclosure requirements – particularly in light of the Compass Minerals and other similar enforcement actions that found there to be a “deficient disclosure process.” Please join Gary M. Brown of Nelson Mullins Riley & Scarborough LLP and SEC Institute Director George M. Wilson as they discuss these and other key issues for disclosure committees this year-end.

In this Briefing faculty will:

• Review disclosure committee history, background and operations and lessons from enforcement actions - 5 minutes
• Discuss disclosure committee composition and the potential need to add members from new functional areas - 5 minutes
• Discuss Rule 10b5-1 plan and non-10b5-1 trading arrangement plan disclosures and the implications for insider trading policies, including future disclosure of those policies– 5 minutes
• Address cybersecurity disclosure considerations in Forms 10-K and 8-K – 10 minutes
  • Related SEC enforcement actions
• Review clawback policies and clawback event disclosure requirements for listed companies – 5 minutes
• Review daily share repurchase exhibit requirements and related narrative disclosures – 5 minutes
• Address climate-related disclosure considerations – 5 minutes
  • Lessons from prior SEC guidance and the SEC comment letter process
  • Tailoring disclosure to specific company circumstances
• List other disclosure considerations in the current environment – 10 minutes
  • Inflation
  • Human capital resources
  • Compensation – pay versus performance rules
• Address proxy review for disclosure committees – 10 minutes
  • Continuing SEC enforcement actions surrounding perks
  • Pay versus performance disclosure developments
  • New disclosures surrounding share-based payment grants made “close in time” to the release of material information

Who Should Attend: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, outside attorneys

Program Level: Update 

Prerequisites: None 

Advanced Preparation: None