2008 Proxy Season: SEC Initiatives

Summary

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

Targeted Review 2007 Disclosures

See SEC Comment Letters on Executive Pay

XBRL Data Tagging Executive Pay

See XBRL

Rule Amendments and Interpretations 2008 Season

SEC Open Meeting 11.28.07

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

SEC held open meeting on 7.25.07, with these items on published a genda

PCAOB Auditing Standard No. 5
Definition of term "significant deficiency"
Concept release on allowing U.S. issuers to prepare financial statements in accordance with IFRS
Shareholder proposals, disclosure about shareholder proponents, shareholder communications and related matters (shareholder access)

SEC Opening Remarks

Speech by SEC Chairman Chairman Christopher Cox
Speech by SEC Staff Director John W. White
Speech by SEC Staff Lillian C. Brown, Senior Counsel

Press Releases

SEC Approves PCAOB Auditing Standard No. 5 Regarding Audits of Internal Control Over Financial Reporting; Adopts Definition of "Significant Deficiency"
SEC Soliciting Public Comment on Role of IFRS in
the U.S.
No press release issued with regard to other matters addressed at open meeting

Orders Accounting Matters

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

Proposing Releases Shareholder Access

SEC published two competing proposals, with comments due by 10.02.07

Updated Compliance and Disclosure Interpretations

Regulation S-K, Item 402 updated 8.08.07
Regulation S-K, Item 404 updated 8.08.07

We will monitor further developments with regard to these matters in preparation for 2008 proxy season

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