Washington -- The Securities and Exchange Commission adopted rules that would improve disclosure to investors regarding the nominating committee processes at public issuers, and also the ways by which stockholders may communicate with directors.
The new standards require companies to disclose:
● Whether a company has a separate nominating committee and, if not, the reasons why not;
● Who determines nominees;
● Whether members of the nominating committee satisfy independence requirements;
● A company’s process for identifying and evaluating candidates to be nominees; and,
● Whether a company pays any third party to help identify and evaluate candidates.
The standards also require companies to disclose new information regarding shareholder communications, including:
● Whether they have a process for communications by shareholders to directors and, if not, the reasons why not;
● Whether such communications are screened and, if so, by what process; and,
● The company’s policy regarding director attendance at annual meetings and the number of directors that attended the prior year’s annual meeting.
