The Securities and Exchange Commission adopted (in a 3-2 vote) final rules requiring disclosures about the material impacts of climate-related risks on their business, financial condition, and governance.
These rules had first been proposed in March 2022. The SEC adopted the final rules after considering, over a two-year period, some 4,500 unique comment letters from…
We acknowledge the insight and assistance of Gary J. Previts, Distinguished University Professor Emeritus, Case Western Reserve University
As the regulator of public company auditors, following the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board (PCAOB) aims to safeguard investors’ interests. The PCAOB establishes auditing standards, reviews audit firms’ performance, and holds them…
Corporate directors may feel like mediators at a rock fight, as antagonists that are for or against the “environmental, social and governance (ESG)” movement duke it out. The rock fight has arisen due to extremism over ESG. As proponents and opponents fight to a standoff or stalemate, boards can mediate by embracing neither side but…
Most legal entities like corporations have officers and directors who, together, run the business. Directors sit on the board of directors and collectively govern and oversee the entity. In contrast, officers generally implement the board’s vision and manage the day-to-day operations of the business.
While it’s widely understood that the roles and responsibilities of officers…
Board members are responsible for ensuring their board can fulfill its duty of care to the organization. When the board does not have the full range…
Compensation
The United States and Canada, for example, have the highest median total non-executive director compensation, both close to US$200,000, including cash, equity, and other benefits. In both countries, directors…
Board self-evaluations are common for listed companies, to enhance governance, accountability…
The SEC’s Chief Accountant is a watchdog, among those who ensure high quality auditing in the complex world of financial reporting. For years, this role has admonished auditors to be skeptical and audit committees to be independent, as the Sarbanes Oxley Act of 2002 mandated. Paul Munter, current SEC Chief Accountant, recently gave an important…
Over the past few years, the ESG movement gained a broad following across corporate America, with a proliferation of related management and investment strategies…
The SEC’s new rules on the disclosure of cybersecurity matters were finalized on July 26, 2023, and in effect since December 2023. Directors & Boards recently published a review…
