In Focus

CII Urges SEC to Approve PCAOB Rule on Expanded Auditor Reports

CII has urged the SEC to promptly approve the Public Company Accounting Oversight Board’s (PCAOB) proposed rules to expand external auditor’s reports on corporate financial statements. For a description of the issues, see this lively New York State Society of CPAs (NYSSCPA) video.
The U.S. Chamber of Commerce has led an effort to get the SEC to reject the standards, which would be highly unusual. The PCAOB proposal, approved after six years of study and consultation, provides that the auditor’s report disclose critical audit matters (CAMs) that relate to accounts or disclosures that are material to the financial statements and that involve especially challenging judgment by the auditor.
CII strongly believes that information about CAMs would make auditor’s reports more relevant and useful to investors. Bloomberg argues that approval of the new standard would help the U.S. catch up with other markets, and is a test for the new SEC chairman. For further background, see this WSJ story. CII General Counsel Jeff Mahoney will discuss the PCAOB standard on Monday, September 25, on an NYSSCPA panel discussion.

New CII Publication: Proxy Access Best Practices 2017

Proxy access was just beginning to take off in 2015 when CII published “Proxy Access: Best Practices,” an overview of the Council’s position on common access bylaw provisions. Today, more than 400 companies have adopted proxy access bylaws, which enable shareholders to place their director nominees on a company’s proxy card. However, while proxy access has gained broad acceptance, some companies have included—or are considering including—provisions that could significantly impair shareholders’ ability to use it. In response, CII has updated its 2015 report with this publication, “Proxy Access: Best Practices 2017”, which includes CII’s position on newly identified provisions.

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Fair Financial RulesSensible, effective rules safeguard investors and strengthen markets.

Dual-Class StockEach share of a public company's common stock should have one vote.

Majority Voting for DirectorsIn uncontested elections, directors should be elected by majority vote.

Universal ProxyIn contests, investors should be free to vote for the nominees they prefer.

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