You’re probably familiar with the SEC’s new disclosure governance related rules, which relate to:
- The relationship of a company’s compensation policies and practices to risk management
- The background and qualifications of directors and director-nominees
- How the board (or its nominating committee) considers diversity when identifying director candidates
- Board leadership structure (e.g., one person serving as both the Chair of the Board and the CEO vs. split roles)
- The board’s role in risk oversight
- Revised reporting of stock and option awards to company executives and directors in the Summary Compensation Table
- Potential conflicts of interests of compensation consultants
What might not be entirely self-evident is when they take effect. Help is provided by PricewaterhouseCoopers, which issued an advisory highlighting the timing for these new disclosure requirements, as follows:
The effective date of the new rules was February 28, 2010. Accordingly, the Form 10-K and proxy statement of a calendar year company must be in compliance with the new disclosure requirements if filed on or after February 28, 2010. If a calendar year-end company files its proxy statement on or after February 28, 2010, the proxy statement must comply with the new disclosure requirements. This is true even if the 2009 Form 10-K was filed before February 28, 2010.
An existing SEC registrant with a 2009 fiscal year that ended before December 20, 2009 is not required to comply with the Regulation S-K amendments until it files its Form 10-K for fiscal year 2010. As a result, any registration statements filed before its 2010 Form 10-K is required to be filed would not be subject to the new Regulation S-K amendments. A company may early adopt the new disclosure provisions; however, if the company elects to voluntarily comply with the disclosure changes regarding stock and option awards, it must also comply with all the other applicable Regulation S-K amendments.
If a new registrant (e.g., a company completing an IPO or a registration statement on Form 10) first files its registration statement on or after December 20, 2009, compliance with the Regulation S-K amendments would be required for such registration statement to be declared effective on or after February 28, 2010.
© Steinberg Governance Advisors, Inc. 2010. The information presented here does not constitute legal or any other type of professional advice. Companies are encouraged to consult legal counsel concerning their responsibilities for legal and regulatory compliance.