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Summary
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SEC initiatives for 2008 proxy season
Targeted
review 2007 Disclosures
- SEC is conducting targeted review of 2007
disclosures
- Executive compensation
- Related party transactions
- Corporate governance
- SEC
staff has published its observations on review of
executive compensation disclosure 10.09.07
XBRL
data tagging Executive Pay
- XBRL data tagging of executive compensation data
from 500 largest issuers
- Separate XBRL database will be provided on Corporation Finance
website for comparison and manipulation of executive pay information
Rule
amendments and interpretations 2008 Season
- SEC rule amendments and interpretative guidance in response to first round of disclosures by public companies under new rules
- Follow
Developments with regard to proxy disclosures, shareholder access, and other
matters
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Targeted Review
2007 Disclosures
XBRL Data Tagging
Executive Pay
Rule Amendments and
Interpretations 2008 Season
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Developments
SEC
Open Meeting 11.28.07
SEC_CODE_REF_0090001192884
- SEC acted on shareholder proxy access

- Approved changes to Rule 14a-8(i)(8) that, in
effect, overturn the Second Circuit's 2006 decision in
AFSCME v AIG
- Should end practice of activist shareholders
submitting proposals -- for inclusion in the company proxy statement -- that
seek to amend company by-laws to require shareholder proxy access
- Three such proposals were made in the 2007 proxy
season
- But declined to bring its other access proposal
to a vote
- Proposal would have required shareholder proxy
access
if specified requirements were met
- SEC did approve new rules to encourage use of
electronic shareholder forums
- See our SEC Open Meeting
topic page for more
information about the meeting
SEC
Open Meeting 7.25.07
- Orders
Accounting Matters
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Order Approving Proposed Auditing Standard No. 5,
An Audit of Internal Control Over Financial Reporting
that is
Integrated with an Audit of Financial Statements, a Related Independence Rule,
and Conforming Amendments

- Updated Compliance and
Disclosure Interpretations
- We
will monitor further developments with regard to these matters in preparation
for 2008 proxy season
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