TheCorporateCounsel.net

We have posted the survey results regarding the latest Regulation FD trends, repeated below. This new survey supplements two prior surveys that we have conducted on this topic, the last of which was in 2006 (note that I included the results of the 2006 survey results in parens below for comparison purposes):

1. Our company posts information on its corporate website and takes the position that this is sufficient to satisfy Reg FD:

– Yes, our company takes this position for anything posted on its corporate website – 5.6% (3.8% in ’06)
– It depends, our company takes this position for certain items posted on its corporate website (but not all) – 16.7% (28.3%)
– No, our company does not yet take this position – 77.8% (67.9%)

2. Our company has a written policy addressing Reg FD practices:

– Yes, and it is publicly available on our website – 9.1% (5.6% in ’06)
– Yes, but it is not publicly available on our website – 69.1% (60.4%)
– No, but we are in the process of drafting such a policy – 1.8% (15.1%)
– No, and we do not intend to adopt such a policy in the near future – 20.0% (18.9%)

3. Regarding reaffirmation of earning announcements, our company uses one of the following rules of thumb regarding private reaffirmations:

– We do not allow private reaffirmation – 76.0% (60.8% in ’06)
– Rule of thumb allowing for private reaffirmations of one week or less – 6.0% (7.8%)
– Rule of thumb allowing for private reaffirmations of one to two weeks – 6.0% (13.7%)
– Rule of thumb allowing for private reaffirmations of two to three weeks – 4.0% (9.8%)
– We permit private reaffirmations – but never use a rule of thumb, instead we require confirmation of no material change with CEO, GC, etc. – 8.0% (7.8%)

4. At our company, our CEO and other senior managers: (multiple answers apply, may total more than 100%):

– Are not permitted to meet privately with analysts – 3.7% (6.7% in ’06)
– Are only permitted to meet privately with analysts so long as someone else accompanies them (such as general counsel or IR officer) – 46.3% (35.0%)
– Are permitted to meet privately with analysts after briefing by IR officer, general counsel, etc. – 24.0% (18.3%)
– Are only permitted to meet privately with analysts during certain designated times – 33.3% (18.3%)
– Are not permitted to talk about certain topics – 37.0% (33.3%)

Please take our new “Quick Survey on Director Recruitment & Training.”

You might also want to read this interesting piece from Dominic Jones entitled “Google CEO shows how to step down, social media style.”

Webcast: The Latest Developments: Your Upcoming Proxy Disclosures and the New Say-on-Pay Rules

Assuming the SEC posts the adopting release later today for its new say-on-pay rules, tune in tomorrow for the CompensationStandards.com webcast – “The Latest Developments: Your Upcoming Proxy Disclosures – What You Need to Do Now!” – to hear Mark Borges of Compensia, Alan Dye of Hogan Lovells and Section16.net, Dave Lynn of CompensationStandards.com and Morrison & Foerster and Ron Mueller of Gibson Dunn discuss all the latest guidance about how to overhaul your upcoming disclosures in response to say-on-pay including analysis of what the adopting release says.

If the adopting release is not posted today, we will push back this program to Tuesday, February 1st so that these experts can provide you their guidance on this important rulemaking. Stay tuned!

As all CompensationStandards.com memberships expired at the end of the year, please renew if you haven’t yet to catch this program. If not yet a member, try a no-risk trial now.

In his “Proxy Disclosure Blog,” Mark Borges gives us the latest say-when-on-pay stats: with 153 companies filing their proxies, 54% triennial; 8% biennial; 31% annual; and 7% no recommendation. These are fairly close to the percentages seen earlier – so the relative ratios remain pretty steady so far. But many more companies will be filing over the next month or so and could disrupt current trends…

NACD’s Perspective on Say-on-Pay

In this CompensationStandards.com podcast, Peter Gleason of the National Association of Corporate Directors explains the NACD’s perspective on say-on-pay, including:

– What is the NACD’s position on the SEC’s proposed say-on-pay rules?
– What are potential business risks and consequences of the proposed say-on-pay rules if they are not changed before adopted by the SEC?
– What are the potential implications for directors and boards once the say-on-pay rules are finalized?
– How does the NACD suggest the SEC amend the proposed say-on-pay rules?
– How is the NACD preparing its members and the director community to address new say-on-pay, and other rulemakings, associated with Dodd-Frank?

– Broc Romanek