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SEC Proxy Disclosure Rules: A Strategic Opportunity for Internal Audit

Course Description

Print-friendly Course Description and Outline

​The new SEC Proxy Disclosure Rules announced December 16, 2009, and effective February 28, 2010, will have a significant impact on risk management and corporate governance in the US and ultimately beyond. The new rules require disclosures by publicly-traded companies in their proxy statements about:

  • The relationship of a company's compensation policies and practices to risk management.
  • The background and qualifications of directors and nominees.
  • Legal actions involving a company's executive officers, directors, and nominees.
  • The consideration of diversity in the process by which candidates for director are considered for nomination.
  • Board leadership structure and the board's role in risk oversight.
  • Stock and option awards to company executives and directors.
  • Potential conflicts of interests of compensation consultants.

Boards of directors are challenged to describe and disclose how the governance structures oversee the risk-oversight function, e.g.: risk committee or the audit committee. Boards may want to address whether those individuals who supervise the day-to-day risk-management responsibilities report directly to the board or board committee.

This course is an opportunity for internal audit to learn how to engage management and the board on the role internal audit will play in achieving compliance.

Internal audit is uniquely positioned to improve the value proposition in risk management and governance. This course will provide a road map for internal auditors to demonstrate their acumen in risk management and corporate governance as they assure compliance with the new SEC rule.

Course Duration: 1 day(s)
CPE Hours Available: 8
Knowledge Level: Intermediate
Field of Study: Auditing


Advance Preparation: 


Delivery Format: On-site Training (Group-Live)

​Introduction to SEC Proxy Disclosure Rules

  • Discuss the specific rules and their impact
  • Identify opportunities for IIA to broaden their value proposition

Strategy for Internal Audit to Foster Compliance

  • Develop elements of a strategy for IA to become an integral part of the proxy disclosure process
  • Apply best practices of IA organizations that are adding value in governance and risk management assurance and consulting activities
  • Determine next steps for compliance with the SEC Proxy Disclosure Rules

​Most courses can be delivered through on-site training. You might be surprised that the organization leading the profession is just as committed to the delivery of affordable training.

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