April 29, 2011

Survey Results: Director Recruitment & Training

We have posted the survey results regarding director recruitment and training trends, repeated below:

1. When your company recruits new directors, do you conduct a background check on the candidates:
– Yes – 82.4%
– No – 17.6%

2. If you answered “yes” to #1, does your company:
– Use a third-party to conduct the background check (e.g. private investigator) – 76.9%
– Use internal resources to conduct the background check – 38.5%

3. If you answered “yes” to #1, does your company:
– Check the background of the candidate’s professional life – 100%
– Check the background of the candidate’s personal life – 69.2%

4. If you answered “yes” to #1, has your company ever decided not to nominate a director based on the results of a background check:
– Yes – 0%
– No – 100%

5. Does your company require Audit Committee members to complete ongoing training to stay current with GAAP and PCAOB standards for financial reporting and internal controls:
– Yes – 6.3%
– No – 93.7%

Please take our new “Quick Survey on Director Resignations.”

More Dodd-Frank Rulemakings Delayed

Recently, I blogged about a slew of Corp Fin rulemakings that have been delayed under the SEC’s “Dodd-Frank Implementation Timeline.” Given that we are at the end of April and a few rulemakings slotted to be adopted before now have not happened, the SEC recently adjusted the timeline to move them to the “May-July” bucket. This includes these three rulemakings:

– §926: Propose rules disqualifying the offer or sale of securities in certain exempt offerings by certain felons and others similarly situated

– §951: Adopt rules regarding disclosure by institutional investment managers of votes on executive compensation

– §922: Adopt rules to implement a Whistleblower Incentives & Protection Program

On Wednesday, the SEC proposed rules that would remove references to credit ratings in several rules under the ’34 Act. Here’s the press release – and here’s the proposing release.

More on our “Proxy Season Blog”

With the proxy season in full swing, we are posting new items regularly on our “Proxy Season Blog” for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– A Look Ahead at Peak Meeting Dates
– Adjournment and Circulation of Proxy Cards
– Annual Meeting Survey Results: Part I
– ISS’s “25th Anniversary Book”
– The Aging of US Corporate Boards

Why Do Surfers Have Published Etiquette Rules, But Not the Rest of Us?


– Broc Romanek