Fifth Annual Disclosure Committee Tune-Up

Disclosure committees must address on-going developments in areas including cybersecurity management and events, clawback policies and restatements, officer and director stock trading plans, and insider trading policies this year. Considerations for disclosures about human capital resources, climate-related matters, supply chain disruptions, and other risks continue to evolve. Disclosure controls and procedures, and perhaps disclosure committee membership, must be confirmed or amended to verify that they capture the information now required for these and other “principles-based” disclosure requirements – particularly in light of the Unisys, Compass Minerals, and other similar enforcement actions that found there to be a “deficient disclosure process.” Please join Gary M. Brown of Nelson Mullins Riley & Scarborough LLP and PLI’s SEC Institute Director George M. Wilson as they discuss these and other key issues for disclosure committees this year-end.

In this Briefing faculty will:

• Review disclosure committee history, background, and operations and lessons from enforcement actions - 5 minutes
• Discuss disclosure committee composition and the potential need to add members from other functional areas or with particular areas of expertise - 5 minutes
• Discuss Rule 10b5-1 plan and non-10b5-1 trading arrangement disclosures and the implications for insider trading policies, including disclosure of those policies– 10 minutes
• Address cybersecurity disclosure considerations and related disclosure control and procedures concerns for Forms 10-K and 8-K – 10 minutes
  • Related SEC enforcement actions
• Review clawback policies and clawback disclosure requirements for listed companies – 5 minutes
• Address climate-related disclosure considerations – 5 minutes
  • Lessons from SEC guidance and the SEC comment letter process
  • Tailoring disclosure to specific company circumstances
• List other disclosure considerations in the current environment – 10 minutes
  • Human capital resources
  • Global disruption and supply chain issues
  • Other emerging risks
• Address proxy review for disclosure committees – 10 minutes
  • Continuing SEC enforcement actions surrounding perks
  • Pay versus performance disclosure developments
  • Disclosures surrounding share-based payment grants made “close in time” to the release of material information

Who Should Attend: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, outside attorneys

Program Level: Update 

Prerequisites: None 

Advanced Preparation: None