TheCorporateCounsel.net

Corp Fin Director John White gave this speech yesterday at our Conference, entitled “The Principles Matter: Options Disclosure” – and here is a speech that John delivered last week entitled “Principles Matter.” Based on his remarks, it appears that these two speeches are the first in a series of related speeches that John will be delivering in the area of executive compensation over the next few months.

I caught up with John after his remarks – and as I mentioned at the top of our “Dealing with the Complexities of Perks” panel – it sounds like the Staff will be issuing FAQs about early compliance at some point in the near future. It remains to be seen whether the Staff will issue FAQs on other interpretive questions, as they first need to see what types of questions they receive.

So far, I have heard nothing but glowing reviews about our Conference – but I am interested in criticism too (if you have any) because I really want your experience to be as positive as possible. One complaint I received was about bad pop music being played online during the breaks – I wasn’t aware of that (“My Sharona“?) and will see if I can get our video production folks to play something more soothing today…

How to Watch Today: Those of you watching live today will want to click on the appropriate link under the caption “Watch Live: Panels Presented Consecutively” – otherwise, if you wish to view an archived video from yesterday, click on a link under that panel’s caption.

Web Postings: Do They Satisfy Regulation FD?

Our new survey is on Regulation FD – please take a moment and answer the 4 queries. I’m particularly interested in how folks answer question #1, since it’s frequently asked these days (eg. see #2022 and 1487 of our Q&A Forum). The question relates to whether a company that solely posts information on its website satisfies its Regulation FD distribution obligations. As you might recall when the SEC adopted Regulation FD six years ago – in Section II.B.4(b) of the adopting release (Rel. No. 33-7881 (August 15, 2000) – the SEC acknowledged that companies may be able to rely solely on the Web to make disclosure at some point in the future, but emphasized that web postings by themselves likely were not sufficient as a means of distributing information at that time.

More recently, practitioners have been actively debating whether the “future” is upon us – and I have heard quite a few differing opinions on the topic. So the survey results might help resolve the debate – take the survey now!

Survey Results: Executive Sessions

The results are “in” from our latest survey on board’s executive sessions – they are repeated below:

1. Our board meets in non-management executive session:

– Before every board meeting – 12.5%
– After every board meeting – 62.5%
– Whenever the board decides it needs to – 8.8%
– Once per quarter – 8.8%
– Once per year – 1.3%
– Other – 6.3%

2. Our board’s Audit Committee meets in non-management executive session:

– Every committee meeting – 69.1%
– Whenever the committee decides it needs to – 14.8%
– Once per quarter – 13.6%
– Once per year – 0.0%
– Other – 2.5%

3. When our board’s Audit Committee meets in executive session:

– All employees of the company leave the room, including the corporate secretary- 86.1%
– Nearly all employees of the company leave the room, as the corporate secretary (or some other employee) stays to take minutes – 2.5%
– Nearly all employees of the company leave the room, as the corporate secretary (or some other employee) stays to take minutes for part of the executive session (for example, the employee stays for internal audit sessions but leaves for sessions with the outside auditor) – 11.4%

4. During the course of the year, our board’s Audit Committee meets at least once in executive session with each of the following:

– Independent auditor – 100.0%
– Head of internal audit – 81.5%
– General Counsel – 39.5%
– CFO – 53.1%
– CEO – 25.9%
– Chief Compliance Officer – 21.0%
– Other – 12.4%