Exploring Corporate Governance Around the World

By Allison Garrett, Senior Vice President for Academic Affairs at Oklahoma Christian University

Monday, January 09, 2006

Item 404 Changes Coming?

In the Sunshine Act Meeting notice below, the SEC announced that it will hold an open meeting on January 17 to consider changes to the disclosure rules regarding related party transactions, director compensation and executive compensation.

Among the badly needed changes is a change to the $60,000 disclosure threshhold that has been in the rules since their enactment in the 1970s. The monetary test under Reg S-K item 404 applies to transaction between individuals and the issuer, and also between companies for which the individual may serve as an executive officer and the issuer. For large companies, that dollar amount is far too small. The SEC should consider a test based on percentage of revenues or profits instead.

Sunshine Act Meeting.
Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meeting during the week of January 16, 2006:
An Open Meeting will be held on Tuesday, January 17, 2006 at 10:00 a.m. in Room L-002, the Auditorium.
The subject matter of the Open Meeting scheduled for Tuesday, January 17, 2006 will be:
The Commission will consider whether to propose amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and securities ownership of officers and directors. The Commission will also consider whether to propose amendments to require most of the disclosure in proxy and information statements to be provided in plain English.
For further information, please contact Anne Krauskopf or Carolyn Sherman, Division of Corporation Finance at (202) 551-3500 or, with regard to investment companies and business development companies, Kieran Brown, Division of Investment Management at (202) 551-6784.
At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 551-5400.
J. Lynn Taylor Assistant Secretary
January 6, 2006

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