WHAT HAPPENED
Recently, the SEC announced settled charges against a former chairman/CEO
and director of Church & Dwight Co. Inc., for violating proxy
disclosure rules by standing for election as an independent
director without informing the board of his close personal
friendship with an executive officer.
Without admitting or denying the allegations, James Craigie
agreed to a civil penalty of $175,000 and a five-year
officer-and-director bar, and to be permanently enjoined from
further violations. The settlement is subject to court
approval.
TAKEAWAYS
Stock exchange rules generally require boards to affirmatively
determine each director's independence. SEC rules require
companies to identify in proxy statements each director deemed
independent, reference the relevant independence standards, and
describe, by category or type, those matters considered in
determining independence.
