December 3, 2007

Updating D&O Questionnaires

A number of members e-mailed me after my recent blog about D&O questionnaires to point out a few items that I had missed (eg. Nasdaq’s independence threshold has risen). In this podcast, Craig Mordock of Morrison & Foerster discusses areas where D&O questionnaires may need to be updated for this proxy season, including:

– What changes do you recommend that companies make to their D&O questionnaires for the ’08 proxy season?
– What areas of D&O questionnaires often need tweaking each year?
– What processes of reviewing D&O questionnaires before they are sent to D&Os might need a change?
– How about the process of reviewing the responses received from D&Os?

2nd Round: Corp Fin Compensation Disclosure Comments

I’m hearing from some members that the second round of comments emanating out of Corp Fin’s executive compensation disclosure review project are starting to trickle out. Quite a few of the 350 companies that were initially sent comment letters are likely to receive notification from the Staff that their review is complete and that there are no further comments.

For these companies, the 45 calendar day (or more if the Staff decides to take longer) countdown begins until the Staff makes the company’s responses (as well as the comments they received) public. You may recall the Staff confirmed this 45 day or greater timeline in the Staff’s Report on compensation disclosures.

Rightsizing Compliance Programs for Smaller Companies

Tune in for tomorrow’s webcast – “Rightsizing Compliance Programs for Smaller Companies” – to learn how to master the challenges (ie. resource, culture and other) of developing and implementing compliance programs for small companies. The program also will review emerging best practices and recent legal developments relating to compliance programs for businesses of all size. Please print these Course Materials in advance.

Also note this NASPP webcast tomorrow: “1st Annual NASPP Webcast on Tax Reporting.”

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– Broc Romanek