TheCorporateCounsel.net

Last year, I blogged about how to file video on EDGAR – and predicted that the use of video in SEC filings would explode over the next decade as a disclosure tool. More recently, I blogged that I thought we would see more video during this proxy season. Two days ago, Prudential filed its proxy statement (here’s the interactive version) – and lo and behold, it includes this 5-minute video from the company’s lead director! As required, the video’s script was filed as additional soliciting material with the SEC.

I haven’t had a chance to put together my own vid of Pru’s cool things like last year as I’m flying out to Taiwan this morn for spring break, but here’s a list of some cool things in Pru’s proxy this year:

– Two letters to shareholders; a short one from the CEO/chair & a longer one from the lead director (which links to the lead director’s video)

– Graphic on board diversity

– Graphic on board nominee tenure

– Graphic on board evaluation that is done with the help of an independent third party

– Box on board engagement that highlights the adoption of a clawback and proxy access through engagement efforts

– Boxes on environmental & sustainability as well as corporate community initiatives

– Boxes on good governance practices including one called “Paper or bytes? Using resources responsibly”

– Box on the factors used for determining to reappoint independent auditor

– Box on formulaic framework for incentive programs and how Pru significantly removed discretion from its programs

– Box on why they use AOI versus GAAP

– Boxes that show the formulas for all of their plans

– Box on what is impacting the CEO’s pension accrual

– Back front cover highlights the work & employment programs they are involved with the Veteran community

– Back cover graphically shows Pru’s shareholder engagement cycle

– Once again offering a tree or bag if registered holders vote (planted over 550k trees so far under this program)

– Highlights a $5 Starbucks card incentive to registered shareholders if they combine their registered account & brokerage account. You can get a sustainable bag, plant a tree & get a cup of coffee if you vote & consolidate!

OECD’s “Trust and Business Project”

The OECD has numerous principles that promote responsible business conduct, such as the “Principles on Corporate Governance” and the “Anti-Bribery Convention.” Now, the OECD is undertaking a large “Trust and Business Project” – and as part of its work has launched an online survey on “Business Integrity and Corporate Governance.” Please fill out their survey…

Senate Committee Mulls Changes in Nonqualified Deferred Compensation Rules

Here’s news from this Towers Watson blog; here’s the intro:

As part of a series of hearings on tax reform, the Senate Finance Committee recently held a hearing on the issue of fairness in the tax code. In connection with the hearing, the committee’s ranking Democrat, Sen. Ron Wyden (D-OR), released a report on tax avoidance strategies that outlines possible recommendations for reforming nonqualified deferred compensation (NQDC) as part of an expected tax reform proposal. In his opening statement, Sen. Wyden noted that the report is intended to “shed some light on some of the most egregious tax loopholes around.”

– Broc Romanek