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> Heightened Scrutiny of Corporate Governance Practices
> CEO/CFO Certifications
> Accelerated Filing Requirements for Insider Transactions
> More "Current Disclosure" is On Its Way
Heightened Scrutiny of Corporate Governance Practices
Knowing the rules of the road is critical, but even more important is how you communicate issues surrounding your company's corporate governance. To remain credible, companies need to make this information readily accessible and focus their efforts on providing a clear, concise message in the most transparent manner possible.
A former chairman of the National Investor Relations Institute, suggested, "Nothing gets more personal than the composition of a company's board of directors or its compensation policies, but given the level of cynicism in the marketplace today, we should be taking extra steps to make sure the investment community has easy access to all that information. Companies that proactively disclose such information will be rewarded in the long term; those that don't - or worse yet, attempt to bury corporate governance information - will be punished."
PCMS is a great way to bring consistency and reliability to your corporate governance.
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CEO/CFO Certifications
Section 906 of the Act requires CEOs and CFOs of all public companies to sign off on their financial statements. In signing they are certifying that their 10-K and 10-Q periodic reports fully comply with applicable securities laws and fairly present the financial condition of the company.
PCMS offers a turnkey internet/website component to its governance service package.
Accelerated filing of periodic reports and mandatory online access
Companies meeting the SEC's definition of an "accelerated filer" must file their quarterly and annual reports on an accelerated basis beginning with their first fiscal year ending after December 15, 2003. The accelerated filing deadlines will be phased in over the next three years as follows:
Fiscal Years Ending On or After |
Annual Reports (Days After Year End) |
Quarterly Reports (Days After Quarter End) |
| December 15, 2002 |
90 days (no change) |
45 days (no change) |
| December 15, 2003 |
75 days |
45 days (no change) |
| December 15, 2004 |
60 days |
40 days |
| December 15, 2005 |
60 days |
35 days |
PCMS will prepare a SEC filing work plan to ensure that all of the deadlines are met and each member of the team is coordinating and working together.
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Accelerated filing requirements for insider transactions
A central theme of Sarbanes-Oxley is more timely disclosures by issuers of material information. For example, the new law requires that Section 16/Form 4 filings be filed within 2 business days of the transactions and requires electronic filing of these documents effective July 30, 2003. Prior to the Act, changes in equity ownership could be disclosed up to the 10th day after the end of the month during which the transaction occurred.
The daily creation and filing of Form 4s is just the tip of the iceberg. The bigger challenge companies face is tracking and managing transactions of all their insiders who could be trading from literally anywhere in the world at any time.
PCMS has developed a proprietary webcentric filing process to streamline insider filings.
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More "Current Disclosure" is on its way
The Sarbanes-Oxley Act has created a tremendous need for companies to communicate more effectively with the investment community, thereby elevating the importance of IR in every public company. Today's IROs are faced with greater regulatory demands than ever before but even greater opportunities to present the full picture of their company.
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PCMS is monitoring trends on the horizon for compliance and governance related issues.
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