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Disclosure Committee Practices & Trends

By Randi Morrison posted 08-01-2024 07:23 PM

  

We are delighted to share this new resource: “Corporate Governance in focus – Harnessing disclosure committees for modern reporting,” reflecting a collaborative effort among the Society and EY. The report, which reveals the results of a benchmarking survey of Society members conducted earlier this year, provides coveted benchmarking data on current disclosure committee practices and insights into how practices have evolved since the report's predecessor: “Disclosure committee report - Practices and trends,” which we released in November 2021.

Among the key takeaways:

  • Formal disclosure committees are a nearly universal practice among public companies.
  • Two-thirds of disclosure committees operate pursuant to a formal committee charter.
  • While staffing of committees is fairly consistent with the 2021 report, representation on the committee by functions such as risk, information security, and human resources is on the rise.
  • While disclosure committee focus continues to be primarily on SEC financial reporting and related disclosures, an increasing number of committees also review other types of disclosures (e.g., human capital, risk management and oversight) and publications (e.g., sustainability reports).
  • Most disclosure committees meet at least quarterly; just over half maintain formal minutes; and nearly 40% have written disclosure controls and procedures.
  • Management regularly reports to the audit committee about the disclosure committee meetings at nearly 40% of companies.
  • While many disclosure committees are involved in determining the materiality of cyber incidents for SEC purposes, more than half of companies look to another individual or group to make that determination.
  • More than 20% of companies expanded their disclosure committee composition over the past three years to include sustainability-focused personnel.

Members may contact Randi Morrison for the raw survey data.

Access additional resources on our Disclosure Committees page.

                          This post first appeared in the weekly Society Alert!

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