September 9, 2003

Last Friday, Microsoft filed its

Last Friday, Microsoft filed its 10-K. You can’t glean any new details about its restricted stock unit program or option arrangement with JP Morgan – but it does provide the retroactive application of SFAS 123 to expense options.

By the way, we have posted a partially “blurred” version of the most recent issue of The Corporate Executive – which contains 6 pages of comprehensive analysis into what Microsoft is doing – in the hopes that you will enter a “no-risk” trial (current subscribers can access the complete version online).

The SEC’s August 2003 proposal regarding nominating committee activities would require companies to describe any specific, minimum qualifications that the nominating committee believes must be met by a nominee, any specific qualities or skills that the nominating committee believes are necessary for one or more of the directors to possess, and any specific standards for the overall structure and composition of the board. As proposed, this disclosure would be required in proxy statements.

Some companies already provide this type of information, either in the board’s corporate governance guidelines or nominating committee charter. Now, some companies are providing their criteria in their proxy statements or posting it separately on a page of their websites. For example, Oracle provided such a description in its proxy statement filed yesterday and Johnson & Johnson has a separate web page explaining its criteria.

For subscribers, we have added two new pages to our Shareholder Access Portal – one describing how companies Disclose Director Qualifications and another that describes how companies are providing Instructions on How to Contact Directors.

For those that took a gander at the Procter & Gamble proxy statement I blogged about yesterday, did you notice that they appended seven committee charters and their corporate governance guidelines! Seven charters is a lot…could be the record…