The Honorable Mary Schapiro Closes NACD Conference

Published by
The Honorable Mary L. Schapiro, Chairman, U.S. Securities and Exchange Commission

The Honorable Mary L. Schapiro

The Honorable Mary Schapiro, chairman of the SEC, closed NACD’s 2010 Corporate Governance Conference by addressing the Commission’s upcoming 2011 rulemaking agenda. Chairman Schapiro highlighted the Commission’s difficult agenda by saying “I am in the trenches with the issues that you deal with.” She also acknowledged that the future rules would “significantly increase” the disclosure requirements for— “and profoundly impact”—boards of directors.

The Chairman said that for the first time, SEC rules require boards to explain in the proxy what a director adds to a particular board. Further, now a company’s proxy simply cannot state “risk is overseen by the board” and leave it at that; it must explain the board’s and C-suite’s risk functions, and illustrate that the board understands the compensation issues affecting risk.

Chairman Schapiro encouraged director engagement with the SEC and has instructed her staff to accept all “face-to-face meeting” requests. In addition, the SEC continues to post on the SEC website all written comment letters on SEC proposed rules and concept releases. Chairman Schapiro encouraged NACD to continue to be active and engaged in robust dialogue with the SEC and invited individual directors to join the conversation.

To catch the full session, check out NACD’s Conference-To-Go.

Comments are closed here.