Disclosure Committee Survey
I was hoping to gather some general information on Disclosure Committees for a project I'm working on. If any of you would be willing to respond I'd greatly appreciate it. Thanks!
• In terms of titles and functions, who attends and are considered members of your Disclosure Committee? Who is the chairperson who resides over the Disclosure Committee?
• What, if any, role do your Company’s external auditors have in the Disclosure Committee meeting and process?
• What is the timing of your Disclosure Committee meeting in relation to your quarter end close as well as the filing of your Form 10-Q/10-K?
• Are meeting minutes taken? If so, what function retains them and what is done with them?
• What type of deliverables do you provide in advance of the Disclosure Committee meeting? Do you provide a draft of a Form 10-Q/Form 10-K and, if so, how is a review of such draft filing incorporated into the Disclosure Committee meeting? • Does your Company have a Disclosure Committee charter? If so, how often is it reviewed and refreshed?
• What involvement does your Company’s Audit Committee have in the Disclosure Committee process as far as awareness and oversight?
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1)Our disclosure committee meetings are attended by all of our Executive Officers (CEO, CFO, COO, CAO, etc), our Director of Internal Audit, our Financial Reporting Manager and a Financial Reporting Officer. The Chief Accounting Officer is the chair of the committee, but the person that resides over the flow of the meetings is the Financial Reporting Manager. The Financial Reporting Officer takes the minutes. 2)Our External Auditors attend one meeting per year, chosen at random, as part of their internal control testing. 3)For timing, we typically schedule it well in advance and the timing is based on when we think we will have a substantially complete draft completed (95%+ done). We typically send out this 95% draft out about 3-4 business days before the disclosure committee meeting in order for the committee to familiarize themselves with the document. Also a note on 10-Q vs. 10-K; we only have one DC meeting for 10-Qs, but schedule 2 DC meetings for the 10-K since it is such a large document. For the 10-K, we typically get through Items 1 through 7A in one meeting and the rest of the document in another meeting. 4) Minutes are taken by the Financial Reporting Officer and are included in the Audit Committee package for the meeting in which they approve the 10-Q/10-K. 5) The draft of the 10-Q/10-K is distributed to the DC 3-4 business days in advance of the meeting, with open items articulated and highlighted. 6) I don't know if the DC has an official charter. 7) The Disclosure Committee meeting minutes are included in the Audit Committee Package, so they can review them. They don't typically ask follow up questions, but I have definitely heard them remark that they appreciate reading the minutes. It is a good way for them to get an idea of what were some of the new disclosures for the quarter or what else of significance has been discussed. 01) Our DC consists of members and observers who may or may not attend meetings as their schedule allows but do give comments. Members include our Investor Relations Officer, SEC Counsel, Controller, Corporate Treasurer, Business Segment VP, Financial Reporting Director, and FP&A Director. Observers include the Internal Audit Director, Corporate Communications VP, CFO, Financial Reporting Manager, and General Counsel. 2) External auditors don't play a direct role in the process. They do provide comments on our Earnings Releases/10-Qs/10-Ks to the reporting team, which are shared with the DC. 3) We typically have two meetings to discuss and clear the Earnings Release and three for the 10-Q (four for the 10-K). These begin the Friday before Earnings Release and we generally have two meetings a week. Drafts are emailed to the DC typically at the end of the day of a DC meeting, incorporating comments and discussion points from that day. Our final meeting is with the Company's leadership team (including CEO), generally the day of filing. 4) Meeting minutes are taken by the financial reporting manager, reviewed by the financial reporting director and the SEC Counsel, and then approved at a meeting the subsequent quarter. They are fairly high-level and are reviewed by Internal Audit, retained by the Financial Reporting group. 5) The DC does have a charter. I don't know as far as frequency of review, but it's high-level enough to cover the DC's function well without routine revision. 6) The AC receives updates from our Controller and SEC Counsel as far as the DC process and typically 1-2 DC meetings will partially overlap with Board meetings, but other than that the AC doesn't directly interact with the DC as a whole. Comments from the AC on our filings typically go to the CEO/CFO and are then communicated to the reporting group. 0Thank you for the information above. We are in the process of trying to understand how disclosure committees are setup and there is some very good information above. 0Thanks Jonathan! What is your role in external reporting? 0
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