The Society for Corporate Governance (Society) has released
Corporate Governance in focus – Harnessing disclosure committees
for modern reporting.
NEW
YORK, Aug. 14, 2024 /PRNewswire-PRWeb/
-- The Society for Corporate Governance (Society) has released
Corporate Governance in focus – Harnessing disclosure committees
for modern reporting. Prepared in collaboration with EY, the report
reveals that formal disclosure committees or comparable groups
continue to be a corporate norm—with 96% of Society member survey
respondents reporting that they have one in place, to support
traditional and emerging disclosure expectations and
requirements.
"With high quality SEC and other regulatory
disclosure being among our public company members' chief
responsibilities and priorities, an understanding of how disclosure
committee peer practices are evolving is critically important,"
said Paul Washington, President
& CEO of the Society.
Among the key findings:
- 60% of disclosure committees now regularly review cybersecurity
risk and governance disclosures and nearly 40% now regularly review
human capital disclosures, up from 32% and 13%, respectively, in
our 2021 survey, likely reflecting increasing regulatory and
stakeholder scrutiny and expectations.
- Nontraditional roles, such as the heads of Risk, Human
Resources, and Information Security, are increasingly among the
regular members of companies' disclosure committees.
- Nearly half of respondents involve their disclosure committees
in determining whether cyber incidents are material and require
Form 8-K disclosure, while the balance look to another individual
or group of individuals to make that determination.
"Among other things, the updated report illustrates how the
composition and scope of disclosure committees are changing to meet
new and forthcoming reporting mandates. Committees increasingly
include members of management outside the traditional profile,
consistent with the committee's expanding scope of review, which
includes human capital, cybersecurity, and other nonfinancial
disclosures, as well as more traditional financial and
financial-related disclosures such as non-GAAP metrics. At the same
time, the report evidences the fact that disclosure committees
remain a nearly universal practice among public companies despite
not being legally required," said Randi Val
Morrison, Senior Vice President and General Counsel of the
Society.
"We are delighted to have had the opportunity to once again
partner with EY to provide this updated resource to our members,"
said Paul Washington, President
& CEO of the Society. "With high quality SEC and other
regulatory disclosure being among our public company members' chief
responsibilities and priorities, an understanding of how disclosure
committee peer practices are evolving to keep pace with the
changing regulatory and stakeholder landscape is critically
important."
The new report updates the Disclosure committee report -
Practices and trends publication released in November 2021, which was completed jointly by the
Society, EY, and the Financial Education & Research Foundation
(FERF).
The report is the result of a February
2024 survey of Society members, primarily corporate
secretaries, in-house counsel, and other in-house governance
professionals. The respondents represented companies of different
sizes and across multiple industries.
About the Society for Corporate Governance
Founded in 1946, the Society is a professional membership
association of more than 3,800 corporate and assistant secretaries,
in-house counsel, outside counsel, and other governance
professionals who serve approximately 1,700 entities, including
approximately 1,000 publicly held companies of almost every size
and industry. Society members are responsible for supporting the
work of corporate boards of directors and the executive managements
of their companies on corporate governance, disclosure matters, and
mergers and acquisitions.
Media Contact:
Randi Val Morrison
Senior Vice President and General Counsel
Society for Corporate Governance
1 (212) 681-2001
rmorrison@societycorpgov.org
https://www.societycorpgov.org
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SOURCE Society for Corporate Governance