“Focusing the Lens of Disclosure to Set the Path Forward on Board Diversity, Non-GAAP, and Sustainability”

Dictating corporate governance practices in the United States is generally outside the scope of the SEC’s regulatory authority. And there is no national uniform code of governance for public companies as there is in many other countries. Rather, in the United States, corporate governance is, with some exceptions, the domain of each of our fifty states under their corporate law, which tends to accord shareholders relatively limited rights over corporate management and governance. The SEC has an impact on corporate governance through its disclosure powers – requiring public companies to provide investors with the information they need to make informed investment and voting decisions. The SEC thus does not decide who may sit on a corporate board, but our rules do require disclosure about those who serve or are nominated to serve as directors and, importantly, why they were selected to serve. (Keynote Address via videoconference International Corporate Governance Network Annual Conference San Francisco, California)