On July 8, OMB’s Office of Information and Regulatory Affairs released the federal government’s Spring 2024 Unified Agenda of Regulatory and Deregulatory Actions, a listing of the rulemaking activities that federal administrative agencies plan to undertake. The SEC’s contribution to this list, which is referred to as the agency’s Reg Flex Agenda, includes 34 rulemaking projects. Below is the predicted timing regarding four disclosure-related projects of interest to audit committees.
Human Capital Management Disclosure. The Division of Corporation Finance is considering recommending that the Commission propose rule amendments to enhance public company disclosures regarding human capital management. Target date for notice of proposed rulemaking: October 2024. (The target date for this proposal has been pushed back several times. See SEC Reg Flex Agenda Update – April May be a Busy Month, January 2023 Update.)
Corporate Board Diversity. The Division of Corporation Finance is considering recommending that the Commission propose rule amendments to enhance public company disclosures about the diversity of board members and nominees. Target date for notice of proposed rulemaking: April 2025.
Disclosure of Payments by Resource Extraction Issuers. The Division of Corporation Finance is considering recommending that the Commission review the rules under Section 1504 of the Dodd-Frank Act to determine if additional amendments might be appropriate. These rules require SEC-reporting companies that engage in resource extraction to disclose payments made to the U.S. federal government or foreign governments for the commercial development of oil, natural gas, or minerals. The current resource extraction rules became effective in 2021, following a successful legal challenge to the first version and Congressional action to invalidate the second version. See If at First You Don’t Succeed: SEC Adopts Revised Resource Extraction Disclosure Rule, December 2020 Update. Target date for notice of proposed rulemaking: April 2025.
Incentive-Based Compensation Arrangements. The Division of Corporation Finance is considering recommending that the Commission, together with the banking regulatory agencies, repropose regulations and guidelines with respect to incentive-based compensation practices at certain financial institutions that have $1 billion or more in total assets. These rules, which are required by Section 956 of the Dodd Frank Act, were originally proposed in 2011 and reproposed in 2016. Target date for notice of proposed rulemaking: October 2024.
Although the target action dates are not mandatory (and are frequently missed), the Reg Flex Agenda provides insight into the SEC Chair’s regulatory priorities.
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