On July 1, 2009, the SEC proposed amendments to enhance corporate governance disclosures. The proposed amendments would require additional disclosure, if applicable, in fund proxy statements and SAIs regarding: (1) the qualifications of directors and nominees; (2) certain legal proceedings against directors or nominees; (3) the fund’s leadership structure; and (4) the board’s role in the risk management process.
Specifically, under the proposed amendments, a fund would be required to disclose for each director or nominee “the specific experience, qualifications, attributes, or skills that qualify that person to serve as a director of the Fund [and any committee thereof] at the time the disclosure is made.” This information may include a statement about the director’s risk assessment skills and relevant areas of expertise. In addition, a fund would be required to disclose any directorships held by a director or nominee during the past five years with any public company or other fund, whether or not the director still serves as a director of that company. The proposed disclosure amendments also would require a fund to disclose information regarding specified legal proceedings involving a director or nominee that occurred during the prior 10 years, rather than the prior five years as is currently required. Finally, under the proposed amendments, a fund would be required to describe its leadership structure, including a description of the responsibilities of the board and a statement as to whether the board has an independent chair. If the board chair is not independent, the fund would be required to disclose whether it has a lead independent director and the function of the lead independent director. In describing its leadership structure, the proposing release states that a fund should include a statement about why the leadership structure is appropriate in light of the specific characteristics of the fund. The description of a fund’s leadership structure would also be required to include a statement about the extent of the board’s role in the fund’s risk management.
Comments on the proposal are due by September 15, 2009.