If you’ve been in the field of corporate disclosure long enough, you’ve learned it’s a team sport. Particularly given the evolution of the proxy – and even the Form 10-K to a lesser extent – from merely serving as a compliance document to a communications piece.
These annual disclosure documents have become so much more complex over the years. One person can’t tackle the whole thing. You need to figure out how to whack it up at the start of the process and determine who handles which piece.
And you must figure out your review process as well. That has become much more complicated over the years. CEOs and CFOs must read the document, then sign certifications. And many others have read the document and sign sub-certifications.
The Time & Responsibility Schedule is the guiding light to getting the job done. There is an art to putting that together. You can’t treat the task of putting the T&R Schedule together lightly. Each year, it needs tweaking based upon the lessons learned during the past year, rule changes, and changes in your company’s operations. Sloppy organization can create havoc and increase risks – and could cost you a job.
If the SEC’s recent proposal to modernize the proxy solicitation gets adopted, there are a host of rule changes in there that could cause you to alter your T&R Schedule.
The bottom line: the drafting process is a team sport. Be open to hearing other ideas and perspectives. Leverage the varying expertise that you have in the room. No one person can honestly claim to know everything about your company and operating environment. Financial reporting. Governance. Compensation-specific stuff. It’s a jungle out there.
And in any team sport, success is predicated upon good teamwork. Alignment among teammates is critical to getting where your company where you want it to be for transparency. To be authentic in your disclosure.
