Executive Summary
This memorandum outlines considerations for foreign private issuers ("FPIs") in preparation for the 2019 annual reporting season. Part I (pg. 2) provides a summary of certain key trends and insights from the 2018 US proxy season that may be of relevance to FPIs; Part II (pg. 4) sets forth an overview of recent corporate governance developments and trends; Part III (pg. 8) examines disclosure considerations and regulatory updates; and Part IV (pg. 14) includes a brief discussion of upcoming regulatory developments and pending rulemaking initiatives.
Contents
Part I: 2018 US Proxy Season – Insights and Trends
- Corporate Governance Proposals
- Social Proposals
- Environmental Proposals
ISS and Glass Lewis Proxy Voting Guidelines
Part II: Corporate Governance Developments
- Board Oversight of Risk Exposure
- Oversight of Social Media Risk; Disclosure Controls Impact
- Oversight of Cybersecurity Risk (and Related Disclosure and Governance Considerations
- Board Oversight
- Disclosure Considerations
- Governance Considerations
- Disclosure Controls and Procedures
- Insider Trading
- Regulation FD and Selective Disclosure
- The National Institution of Standards and Technology ("NIST") Cybersecurity Framework
Part III: Disclosure Considerations and Regulatory Developments and Updates
- PCAOB Auditing Standard 3101 and Related Guidance
- Possible Updates to Risk Factor Disclosures
- Cybersecurity
- GDPR
- Political Changes
- Climate Change and Sustainability
- London Interbank Offered Rate ("LIBOR")
- Brexit
- Inline XBRL and Changes to Form 20-F Cover Page
- Disclosure Simplification (DUSTER)
- Revisions to Form S-8
- NYSE/Nasdaq Updates
- NYSE Dividend Notification Requirements
- NYSE and Nasdaq Rule Changes Regarding Shareholder Approval of Certain Private Issuances
Part IV: Future Rulemaking: Looking Ahead
- Concept Release Regarding Changes to Form S-8
- House Passes "Jobs Act 3.0"
- SEC Proposing Release on Amending Auditor Independence Rules
- Dodd-Frank Compensation Clawback Rule
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