March 25, 2013

U.S. Chamber Releases Proxy Advisory Firm Guidelines

With proxy season in full swing and the recommendations of proxy advisory firms a focus of everyone’s attention, the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness recently released its Best Practices and Core Principles for the Development, Dispensation and Receipt of Proxy Advice. The report focuses on the respective roles of the proxy advisory firms, public companies and investment portfolio manager organizations in the proxy advice process. The report notes that while proxy advisory firms play a growing role in the corporate governance process, their transparency in developing and recommending voting policies has not increased. The guidelines provided in the report address not only best practices for the proxy advisors and the investors that use their services, but also best practices for the public companies that interact with proxy advisors through both the engagement process and when retaining the advisors to provide services with regard to governance matters.

Common Financial Reporting Issues for Smaller Companies

Corp Fin has released a set of slides from the Forums on Auditing in the Small Business Environment hosted by the PCAOB in December 2012 that focus on a sampling of issues that the Staff of Corp Fin frequently encounters when reviewing filings for smaller public companies. Some of the key issues identified in the slides were:

– Reverse mergers
– Disclosure controls and procedures, internal control over financial reporting and certifications
– Equity transactions
– Stock compensation
– Embedded conversion options and freestanding warrants
– Deferred tax valuation allowances
– Items 4.01 and 4.02 of Form 8-K
– Audit Reports
– Smaller reporting company status

More on our “Proxy Season Blog”

We continue to post 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:

– Shareholder Rights Project’s Plans for ’13
– A Director Takes a Stand at Overseas Shipholding Group
– Delaware Compels Annual Meeting Without Audited Financials
– Animal Rights Group to Mount Proxy Contest
– UK Stakeholder Group Seeks Feedback on Engagement

– Dave Lynn