In Focus

​CII Suggests Changes to PCAOB’s Proposed Amendments on Quality Control

In a January 19 letter to the Public Company Accounting Oversight Board (PCAOB), CII generally supports many of the PCAOB’s proposed amendments on quality control, but recommends that the proposal: 1) require firms issuing auditor reports for more than 100 companies establish a quality control committee of their board composed of at least three people independent of the firm and publicly report at least annually on how the committee carries out its responsibilities; 2) ensure that the monitoring and remediation process provides for use of quantitative performance measures; and 3) require that the public reporting regarding quality control matters is mandatory. 

​New CII Report Looks at Entrenchment Devices that Can Thwart Shareholders’ Rights

A new members-only governance guide published by CII examines how entrenchment devices in corporate bylaws and charters can place strict limitations on shareholders’ rights and explains CII’s member-approved policies on these devices. Governance Guide: Entrenchment Devices looks at the implications for shareholders of companies adopting dual-class stock, classified boards, supermajority voting, poison pills, golden parachutes and the denial of the right to call special meetings and/or act by written consent. CII plans to add new governance guides in 2023.