Calendar-year companies are gearing up for what promises to be another busy proxy season, preparing for new rules that will impact their disclosures and governance practices, and planning their 2013 board and committee calendars. To assist public companies in these endeavors, Practice Center Contributor John Olson and his Gibson Dunn colleagues provide ten key items for corporate secretaries and in-house counsel to consider.
1. Assess whether the work of compensation consultants creates conflicts of interest.
2. Determine whether the company is subject to the SEC’s conflict minerals rules and, if so, begin steps to comply with these rules.
3. Determine whether the company will rely on the new “end-user exception” for swaps and, if so, obtain appropriate board-level approval.
4. Prepare for the PCAOB’s new standard on auditor-audit committee communications.
5. Be aware of the continued shareholder focus on hedging, pledging and clawback policies, and consider whether to adopt or update policies in light of this focus.
6. Be mindful of the continued focus on disclosure about cyber risks.
7. Consider using a new approach to the board evaluation process.
8. Carefully consider and provide support for any changes to director compensation.
9. Evaluate the need for disclosures about company activities involving Iran.
10. Assess the impact of voting policy updates from the major proxy advisory firms.
Click here for Gibson Dunn’s full discussion of each of these important topics.
Tags: audit committees, auditors, clawbacks, compensation consultants, conflict minerals, cyber crime, director compensation, gibson dunn, hedging, Iran, john olson, PCAOB, pledging, proxy advisory firms, Proxy Season, swaps