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Proxy Disclosure Rules on the SEC?s AgendaSubmitted by: Ted Allen, Publications

The Securities and Exchange Commission has scheduled a Dec. 16 open meeting where it will consider whether to finalize a new set of proxy disclosure rules.

The final regulations have not been released, but the rules have not generated significant controversy since the five-member commission unanimously voted in July to propose them. The SEC has not disclosed the effective date for these requirements, but agency officials have said they hope to approve the rules in time for the 2010 proxy season. The proposed rules include the following:

* The relationship of a company?s overall compensation policies to risk. SEC officials said companies would only be required to address ?material? risks.

* The qualifications of director nominees and how their skills would help them to serve on the board and perform their specific committee assignments. In addition, companies would have to provide details on outside directorships held during the past five years, instead of only current board memberships. SEC staffers have said that issuers should welcome a chance to expound on the qualifications of their nominees.

* Board leadership structure. Companies would have to explain why they decided to appoint a non-executive chairman or chose to combine the roles of board chair and CEO.

* Potential conflicts of interests of compensation consultants. Companies would have to provide details on other services performed by pay advisers and the fees paid for that work.
The proposals also included a revised proxy solicitation rule to allow short-slate dissident groups to round out their slates with candidates from other dissident groups. Under current rules, dissidents may only supplement short slates with management nominees.

Full post as published by Institutional Shareholder Services -- Corporate Governance Blog on December 10, 2009 (boomark / email).