(The following post originally appeared on ONSecurities, a top Minnesota legal blog founded by Martin Rosenbaum to address securities, governance and compensation issues facing public companies.)
Melissa Gleespen, Senior Counsel, Securities and Corporate Law at Owens Corning has created this great computer-animated video as part of an internal training program on compliance with Regulation FD, the SEC’s prohibition against selective disclosure of material non-public information:
In a podcast interview with Broc Romanek on thecorporatecounsel.net (content by subscription), Gleespen reported that the video was very easy and inexpensive to create on xtranormal.com – she simply made some selections from a menu and typed in a script. This seems like an easy way to enhance a compliance training program, on Regulation FD or any other topic.
Compliance training is even more important now than ever, given the SEC’s expanded enforcement activity. In an article in insideinvestorreletions.com, “Office Depot case highlights value of Reg FD policies,” Tim Human points out that Office Depot recently received a steep fine from the SEC for Regulation FD violations. The SEC cited Office Depot’s lack of a Regulation FD policy and failure to provide training on Regulation FD. By contrast, Human reports that the SEC let American Commercial Lines off the hook in a Regulation FD action against its CFO, with the SEC commending that the company had cultivated a culture of compliance through training.
With tools like the animated video above, you don’t have to be a Fortune 50 company to provide effective training.
Updated Scoreboard on the Frequency Vote (“Say When on Pay”)
In last week’s post, I provided a scoreboard of the proxy statements filed so far that include the shareholder advisory votes required under the Dodd-Frank Act, including the ‘Say When on Pay” frequency vote. Based on Mark Borges’ updated tally of 15 companies’ proxy statements in his Proxy Disclosure Blog on compensationstandards.com (subscription site), here’s the score:
Triennial Say-on-Pay vote recommendation: 9 companies
Biennial Say-on-Pay vote recommendation: 1 company
Annual Say-on-Pay vote recommendation: 4 companies
No recommendation: 1 company
I wouldn’t be surprised if the final score at the end of proxy season is in the same proportions shown above. Fortunately, this is one scoreboard we can keep watching from the safety of our offices, without the risk of an inflatable dome collapsing above our heads. . . .