Audit Committee

SEC and PCAOB Leadership Announce Potential Relief to Companies Affected by the Coronavirus

Yesterday, senior leaders of the Securities and Exchange Commission (SEC) and the Chairman of the Public Company Accounting Oversight Board (PCAOB) issued a joint statement (Statement) noting the potential effect that the coronavirus (COVID-19) may have on reporting companies, reminding companies of their disclosure obligations and notifying companies affected by the virus that they may contact the SEC for guidance or a determination of their eligibility for relief from filing deadlines.
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A Profile of Some of the Largest U.S. Tech Boards

By Betty Moy Huber and Paula H. Simpkins on December 23, 2019 Posted in Audit Committee, Board Matters, Compensation Committees, Director Independence, Director Matters, Disclosure, Executive Compensation, Nominating Committee, Proxy Statements

The 2019 U.S. Technology Spencer Stuart Board Index (Tech Index) reflects the board practices and trends of 200 public tech companies with the highest revenues based on proxy statements released between July 1, 2018 and July 1, 2019.

I. Selected Spencer Stuart Perspectives

Like the S&P 500 companies, the largest tech companies are enhancing board diversity on multiple fronts including gender, skills and experiences as they add new independent directors.

Glass Lewis 2020 Guidelines Include Director Negative Recommendations Depending on SEC Staff’s Response Under Recently Updated Staff Shareholder Proposal No-Action Letter Policy

By Betty Moy Huber and Paula H. Simpkins on November 5, 2019 Posted in Audit Committee, Compensation Committees, Executive Compensation, Glass Lewis, Governance Committee, Proxy Advisory Firm, Shareholder Proposals

Glass Lewis (GL) has recently released its 2020 U.S. proxy season voting guidelines, which contain a few notable developments to consider in preparation for the upcoming proxy season. These updates include changes related to the exclusion of shareholder proposals and company responsiveness to say-on-pay opposition, among other amendments, all of which are described in the sections that follow.
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Spencer Stuart Shows How Boards Are Transforming

By Betty Moy Huber and Paula H. Simpkins on October 30, 2019 Posted in Audit Committee, Board Matters, Compensation Committees, Director Independence, Director Matters, Disclosure, Executive Compensation, Nominating Committee, Proxy Statements

The 2019 U.S. Spencer Stuart Board Index (Index) reflects the board practices and trends of S&P 500 companies. According to the Index, boards are responding to investors’ increasing calls for greater diversity of “gender, age, race/ethnicity and professional backgrounds.” Spencer Stuart found that “boards are accelerating the addition of women and minority directors,” which in turn is driving notable changes in board composition.
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How Does Your Audit Committee Disclosure Compare?

By Ning Chiu on August 23, 2017 Posted in Audit Committee

Deloitte and EY both recently published studies about audit committee disclosure in the proxy statements of the largest companies. Deloitte examined the S&P 100 while EY concentrated on the Fortune 100. This time of post-season review for most companies provides an opportunity to benchmark and consider additional audit committee disclosures for next year.

Disclosure about the audit committee.
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