February 3, 2010

The SEC’s Climate Change Guidance: Esta Aqui!

Yesterday, the SEC finally posted its climate change interpretive guidance in this 29-page interpretive release. The guidance is effective on the date it is published in the Federal Register, which should happen fairly shortly. We’ll continue to post memos analyzing this guidance in our “Climate Change” Practice Area.

Some might ask why the release is only 29 pages. Two related reasons. First is that since this is not a rulemaking, all of the requisite jargon that typically is in the back half of a rulemaking release was not required. Second is that since this is not a rulemaking, the SEC was forced to limit its guidance within its existing disclosure framework. Otherwise, it could be accused of violating the Administrative Procedures Act – something that someone might challenge given the political hot potato nature of this topic, as I blogged yesterday.

Don’t forget the transcript and audio archive for our recent – and timely – webcast: “ESG Disclosures: Environmental, Climate Change, Social Responsibilities.” Even though this webcast was held before the SEC adopted its new interpretive guidance, the panelists covered many topics that can help you meet your new disclosure obligations.

RiskMetrics: Farewell CGQ! Long Live “Governance Risk Indicators” aka “GRId”

After nearly a year in development, RiskMetrics finally has announced its successor product to its governance rating product known as Corporate Governance Quotients or “CGQ.” The new governance rating service is called “Governance Risk Indicators” (to be known as “GRId”) and is expected to be launched in early March. GRId will assess companies along four independent dimensions: board, compensation/remuneration, shareholder rights and audit.

CGQ scores will be frozen as of early March and retired completely at the end of June. RiskMetrics also will soon discontinue its accreditation for director education programs. For those of you in-house, you will want to inform your directors of this change. It will be interesting to see if this spells the end of all the director colleges, etc. that have sprung up this decade.

I’m not sure why, but the convoluted spelling of the “GRId” nickname really bothers me…

How to Implement E-Proxy in Year Three

Tune in tomorrow for the webcast – “How to Implement E-Proxy in Year Three” – to hear Lyell Dampeer of Broadridge, Tom Ball of Morrow & Co., Keir Gumbs of Covington & Burling, Carl Hagberg of The Shareholder Service Optimizer and Paul Schulman of The Altman Group discuss new e-proxy developments, including the elimination of broker nonvotes in director elections and “lessons learned” from the first two seasons. They will also explain the voting patterns you should expect — and provide solicitation strategies to help you be better prepared for this proxy season.

Before the program, print off these three sets of course materials:

– “Basics re: Inspector of Elections,” Carl Hagberg
– “2009 Proxy Season Stats,” Broadridge
– “2009 Notice & Access Stats,” Broadridge

– Broc Romanek