As recommended in the SEC Division of Corporation Finance’s recent review of the director nomination and election process, the SEC proposed rules enhancing existing disclosure requirements regarding board nominating committees and requiring new disclosure regarding the means by which shareholders may communicate with board members. The proposed rules would apply to all companies (including investment companies) required to comply with Schedule 14A proxy requirements under the Securities Exchange Act of 1934.
The proposed rules would require disclosure of (1) the existence (or lack) of a nominating committee, (2) material terms of the nominating committee charter (if any) and where a copy of the charter may be obtained, (3) whether members of the nominating committee are independent, which for registered investment companies is determined on the basis of whether a director is an "interested person" within the meaning of the Investment Company Act of 1940, as amended, (4) criteria
