Top 10 Reasons for CEO's and CFO's to Think
About their 2010 Annual Meeting and SEC Reports Now

      Financial services companies, whether or not they have received TARP dollars, have been at the eye of the federal regulatory storm in Washington, D.C.  However, all public companies will be facing additional SEC disclosure rules and pressures from shareholders, proxy advisory firms like RiskMetrics and others.  If 2010 planning efforts are not already underway, here are some thoughts to motivate your team.

1.	An early start will allow more time for review and consideration of final SEC rules regarding corporate governance, company risk management, compensation and related matters which are likely to be released by the SEC any day.  (See July 10, 2009 proposed rules.)
2.	Recent changes in rules regarding broker voting for director elections (i.e., brokers will no longer be able to vote shares in uncontested director elections without instructions from the direct owners) may result in more challenging elections or, at the very least, a dramatically less favorable tally in favor of incumbent directors.
3.	Your directors (especially compensation committee members) will likely request more time to review the company's draft proxy statement and annual report and ask more questions about proposed disclosures.
4.	Director & Officer questionnaires should be reviewed and revised to help educate directors about recent disclosure and governance rule changes and known disclosure trends (i.e., it would be a good time to utilize a new form questionnaire and not just send out last year's form).
5.	Remember, the SEC will review your filings at least every three years.  The review cycle will be impacted by company size and risk profile.  The SEC will be very likely to insist on amendments to the reviewed reports rather than simply allowing changes to future filings.
6.	Company risk factors of the past are likely stale and in need of thoughtful review and revision (by the way, the SEC will likely propose soon substantial changes in risk factor disclosure rules so that they connect more directly with MD&A, Form 8-K, Reg. FD and press release disclosures).
7.	RiskMetrics will be emboldened by the heightened regulatory focus on corporate governance, and particularly on executive compensation.
8.	Given these tumultuous times, the SEC and your shareholders will likely expect a more comprehensive discussion of company historical financial results, risk profile and outlook (not to mention a "new and improved" CD&A section in your proxy statement).
9.	You should expect more numerous and aggressive shareholder proposals which can be distracting and time-consuming.  It may be time to redouble your communication efforts with your shareholders (particularly about your specific governance practices and compensation arrangements).
10.	New SEC rules on proxy access (i.e., competing board of director nominations also appearing in the Company's proxy card) are very likely to be adopted in 2010 (but not in time for the 2010 proxy season).

      If you have questions about your 2010 planning or SEC reports, please contact Joseph DeGroff or Stephen Hackman  , partners at Ice Miller LLP.