(The news featured below is a selection from the news covered in SEC Today, which is distributed to subscribers of SEC Today.)

White Gives Advice on Disclosure Review Process

At the Practising Law Institute's recent directors' institute on corporate governance, Corporation Finance Director John White urged companies to view the staff's comment letters as a valuable resource. These comments frequently go to the heart of key issues that warrant the attention of board members, he explained. White also encouraged companies to review two of his recent speeches for guidance on complying with the newly adopted executive compensation disclosure rules. The better companies understand the new rules, the better they will be able to provide investors with high quality disclosure, he said. White's prepared remarks were posted on the SEC's Web site.

The comment letters that relate to a company's public filing provide the staff's views on ways in which the filing could be improved or areas in which the staff believes additional information should be reported. The comment letters may require a company to revise and resubmit a past filing or they may permit a company to address the issue in a subsequent filing. The comment letters are ultimately made public, and White urged companies to keep that in mind when responding to a staff comment letter.

If the comment letters are shared with boards at all, White said the information is often presented, rather than discussed. He questioned the practice of minimizing the information that is shared with the board and whether directors should be comfortable being shielded from this information, given that it is a matter that has attracted the staff's attention. White referred to a conversation he had with Chief Accountant Conrad Hewitt in which Hewitt said, while in the private sector, he placed a high premium on the staff's disclosure review comments. Hewitt believes that directors, and not just management or disclosure counsel, should be familiar with staff comments and see them as a valuable resource.

The desire to dismiss the comments or to fight them is seldom the right response, according to White. He urged directors to keep an open mind and to consider how the comments may advance the interests of the company to the benefit of its investors. White said that if he were a director, he would want to see a copy of all of the comment letters, including the company's responses. In White's view, understanding the issues the staff has raised and the responses the company has given could help set the benchmarks for future disclosures.

White also addressed the ways in which the executive compensation disclosure rules may affect directors. Even though the CEO and CFO will not have to certify the compensation committee report, White urged board members, and compensation committee members in particular, to take the report seriously. He encouraged an expansive approach in working with management to improve the substance of the disclosure and the procedures for generating the report. White referred to his earlier speech on principles-based disclosure which emphasized the use of the concept and may help companies in drafting and evaluating their compensation disclosure and analysis sections.

The new rules for director compensation disclosure are comprehensive and detailed, White said. He urged directors to obtain advice on the requirements if needed, including the area of related person transactions. The company's disclosure is going to be speaking about the directors, he said, so they should fully understand how it will be presented.