Securities Advisory: Proxy Statement Disclosure Regarding Nominating Committee Functions and Communications Between Security Holders and Boards of Directors
2/5/2004
Recent corporate governance scandals have brought the subjects of director accountability and access to the director nomination process to the forefront of the governance debate. Since the passage of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission (SEC) has adopted a number of regulations mandated by the Act. Many of these regulations require new or enhanced disclosure to facilitate security holders' understanding of the operations of public companies and evaluation of the performance of boards of directors and management.
This Mintz Levin publication will review:
- The amendments the SEC has adopted with regard to enhanced disclosure concerning the operation of nominating committees
- The disclosure requirements with respect to material changes to the procedure for security holders? to recommend nominees to a company?s board of directors
- What the listing rules of the NYSE and Nasdaq require with respect to the disclosure on nominating committees
- Disclosure the SEC has adopted with regard to the ability of security holders to communicate with the Board of Directors
- Who is required to comply with these additional disclosure requirements
- What should companies do now
