The NYSE had an excellent panel discussion recently on the SEC’s newly approved whistleblower rules, regulatory activity around the Foreign Corrupt Practices Act (FCPA) and other rule-making that has come out of Dodd-Frank. The panel discussed the changing regulatory environment, how these new rules will impact companies and what steps/plans companies should consider putting into place as a result. Noted experts on the panel included: Bob Kueppers, Deputy CEO, Regulatory Affairs, Deloitte LLP, Jimmy Ryan, Partner, Elmendorf |Ryan, and Linda Chatman Thomsen, Partner, Davis Polk & Wardwell LLP.
A few key highlights from the discussion:
- Companies should be prepared for a greater volume of internal investigations and possible enforcement actions, especially given the pressure on the SEC’s resources due to Dodd-Frank rule-making. We are already seeing this play out with an increased level of regulatory activity and related settlements and sanctions.
- Companies need to focus on reviewing their internal compliance policies/procedures/systems, code of ethics and corporate disclosure policies. Find ways to educate your employees, vendors and other interested parties about these policies and to encourage internal reporting of any possible concerns. Be prepared for a worst case scenario.
- Companies and boards need to prepare for pending changes to listing standards for compensation committees and consultants. With these new listing standards pending and an increased focus on managing risk, companies and boards need to evaluate the impact these changes may have on the board’s composition and ensure the right mix of expertise is represented.
- Continue to engage shareholders. Say on pay is now an annual event at most companies. Having a continued understanding of your investors needs to stay a top focus for management and the board, especially with the likelihood of proxy access coming in some form in the not too distant future.
For a full run down of the new whistleblower rules, FCPA activity, and an update on the governance elements of Dodd-Frank, you can click on this link to view the webcast.