SEC: Additional audit committee disclosure likely

By Stephen Barlas
September 2, 2015

James Schnurr, chief accountant of the Securities & Exchange Commission (SEC), will be making recommendations to the Commission on corporate reporting of audit committees. This is not a Dodd-Frank Act legacy. Schnurr says any proposal the Commission issues would be aimed at refining the current audit committee disclosures related to oversight of the independent auditor. The Sarbanes-Oxley Act of 2002 mandated the oversight of the external auditor but didn’t regulate the level of detail for the report. Currently, audit committees are reporting too much or irrelevant information to the SEC. In addition, the proposal would discuss whether the disclosures should be broadened to provide more insight into the information the audit committee uses and the factors it considers when executing its oversight of the external auditor. Schnurr is interested in getting stakeholder feedback to further understand “the nature of the information investors are seeking and how audit committees consider what information to report.”





It may not come as a surprise that the Council of Institutional Investors (CII) and the Business Roundtable are at odds on corporate reporting of hedging policies. The CII represents large investors who read corporate disclosures including proxy statements, which are at issue. The Business Roundtable represents the companies issuing the proxies. The Securities & Exchange Commission (SEC) proposed a rule on that subject, which stems from §955 of the Dodd-Frank Act. Under the proposed rule, any proxy or content solicitation material for an annual meeting is required to disclose whether any employee or member of the board of directors, or any designee of such employee or director, is permitted to purchase financial instruments that are designed to hedge or offset any decrease in the market value of equity securities.


There are a number of flash points in the SEC’s proposed rule. The Business Roundtable wants to limit disclosure to directors and executive officers, and the CII is pushing disclosure for everyone employed by an issuer, including its officers. The Roundtable and other business groups also want changes to the definition of “equity securities” and what constitutes a “designee.”



Stephen Barlas has covered Washington, D.C., for trade and professional magazines since 1981 and since 1984 for Strategic Finance and its predecessor Management Accounting. You can reach him at sbarlas@verizon.net.
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