Fourth Annual Disclosure Committee Tune-Up

CPE credit (NASBA QAS Self-Study) is available by completing and passing the program’s CPE Review & Exam.

This program offers CPE (NASBA) and CLE credit. CLE credit may be expired in some states. Please check the credit calculator below for credit status.

Upon the successful completion of this program, the participant will be able to:

·      Recall disclosure committee history, background, composition and operations, along with the definition of disclosure controls and procedures

·      Incorporate recent changes to 10b5-1 plans, cybersecurity disclosures and clawback policies into both disclosures and disclosure committee processes and procedures

·      Address reporting changes in areas including climate-related matters, inflation, human capital resources and proxy disclosures that may require adjustments to disclosure committee processes and membership

Course Overview:

This program will focus on:

• Review disclosure committee history, background and operations and lessons from enforcement actions
• Discuss disclosure committee composition and the potential need to add members from new functional areas
• Discuss Rule 10b5-1 plan and non-10b5-1 trading arrangement plan disclosures and the implications for insider trading policies, including future disclosure of those policies
• Address cybersecurity disclosure considerations in Forms 10-K and 8-K
  • Related SEC enforcement actions
• Review clawback policies and clawback event disclosure requirements for listed companies
• Review daily share repurchase exhibit requirements and related narrative disclosures
• Address climate-related disclosure considerations
  • Lessons from prior SEC guidance and the SEC comment letter process
  • Tailoring disclosure to specific company circumstances
• List other disclosure considerations in the current environment
  • Inflation
  • Human capital resources
  • Compensation – pay versus performance rules
• Address proxy review for disclosure committees
  • Continuing SEC enforcement actions surrounding perks
  • Pay versus performance disclosure developments
  • New disclosures surrounding share-based payment grants made “close in time” to the release of material information

 CPE Program Level: Update 

Intended Audience: 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, and outside attorneys

Prerequisites: None 

Advanced Preparation: None

Instructional Method: QAS Self-Study

Updated: February 2025

Credit Information: 1 CPE credit is available upon completion of this program’s 3 content-review questions and a minimum passing score of 70% on the 5-question final exam.