Few Boards Closely Oversee Corporate Insider Trading Plans

Very few boards are tasked with approving plans that allow directors, executives and other corporate insiders to legally trade in the company’s stock, a new survey found. The poll of 296 members by the Society of Corporate Secretaries & Governance Professionals found that only 1 percent of boards are asked to approve such arrangements, known as Rule 10b5-1 plans. The survey—the results of which were shared exclusively with Bloomberg BNA before their public release—also found that only 4 percent of boards approve Rule 10b5-1 plan trading restrictions and 5 percent of boards receive a report on plan usage. In one recent example, Big Lots Inc. said in a June 20 regulatory filing that Chief Executive Officer and President David J. Campisi established stock trading plans for himself and the company’s chief financial officer. Although internal trading by either of the executives will be reported to the Securities and Exchange Commission, the company did not say that the transactions will be reported to its board.

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