Corporate Governance | Business Roundtable


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What is Business Roundtable

Business Roundtable (BRT) is an association of chief executive officers of leading U.S. companies working to promote sound public policy and a thriving U.S. economy.

More Than Leaders. Leadership.

Business Roundtable is an association of chief executive officers of leading U.S. companies working to promote a thriving economy and expanded opportunity for all Americans through sound public policy.

About BRT

As business leaders representing every sector of the economy, Business Roundtable members uphold the highest standards of ethics, integrity and sound governance. Our CEO members represent the very best in responsible corporate citizenship, supporting jobs and long-term economic opportunity in communities across the United States.

Comments on Regulation

Business Roundtable Comments on FAST Act Modernization and Simplification of Regulation S-K

Business Roundtable appreciates the opportunity to comment on the Securities and Exchange Commission’s (the “Commission” or “SEC”) proposed rule—FAST Act Modernization and Simplification of Regulation S-K (the “Proposed Rule”).

Business Roundtable Letter in Support of H.R. 4015, Corporate Governance Reform and Transparency Act

The Honorable Jeb Hensarling
Committee on Financial Services
U.S. House of Representatives 
Washington, DC  20515
The Honorable Maxine Waters
Ranking Member
Committee on Financial Services
U.S. House of Representatives
Washington, DC  20515
Dear Chairman Hensarling and Ranking Member Waters:

Business Roundtable Amicus Brief in CalSTRS v. Alvarez

Business Roundtable has filed an amicus brief in the Supreme Court of Delaware in the case of California State Teachers Retirement System et al. v. Aida M. Alvarez et al., arguing that the court should reject a decision by a lower state court (Chancery Court) that could potentially expand the number of derivative stockholders suits filed in multiple states.

Amicus Brief on Preserving Federal Jurisdiction in Securities Litigation

Business Roundtable and the Society for Corporate Governance filed an amicus brief with the U.S. Supreme Court on Sept. 5, 2017, in Cyan, Inc. v. Beaver County Employees Retirement Fund supporting continued federal jurisdiction in securities class-action litigation.

BRT Letter on the Core Principles for Regulating the U.S. Financial System

On behalf of the CEO members of Business Roundtable, we appreciate the opportunity to provide our comments on the Core Principles for Regulating the U.S. Financial System outlined in Executive Order 13772.

Business Roundtable Letter on Reforming Shareholder Proposal Process

We believe constructive shareholder engagement is vital to the successful operation of public companies. The importance of this relationship drives the need for a shareholder proposal process that is robust, productive and oriented toward long-term value creation for all shareholders. That is not the case today.

Comments to SEC on Reconsideration of CEO Pay Ratio Rule

Business Roundtable believes the CEO pay ratio rule should be changed to exclude employees located outside of the United States in determining the median employee. Doing so would create a more consistent common denominator in the many variables that exist in formulating the ratio. In addition, BRT suggests that non-full time employees be exempt from the rule to provide some protection against distorted results.

Business Roundtable Announces General Counsel

Business Roundtable today announced that Liz Dougherty, currently a partner at Jones Day, will become General Counsel and Corporate Secretary for the CEO-member association, effective July 19. Business Roundtable also announced that Maria Ghazal, an 11-year veteran of the organization, has been promoted to Senior Vice President and Counsel.

Statement for the Record for Hearing on Corporate Governance

America’s business leaders have long called for a smarter, more effective approach to financial regulation that focuses on limiting systemic economic risk while continuing to enable U.S. businesses to innovate and grow.

BRT Amicus Brief in Leidos, Inc. v. Indiana Public Retirement System

In Leidos, Inc. v. Indiana Public Retirement System, the Supreme Court will decide whether Item 303 of SEC Regulation S-K – setting business reporting requirements – creates a duty to speak for purposes of a private securities fraud action. If the court upholds the Second Circuit ruling that Item 303 creates a duty to speak, public companies will face a much broader range of private securities claims. Item 303 is especially problematic because its open-ended and forward-looking disclosure requirements are notoriously difficult to apply.


Committee Priorities

Corporate Governance

Business Roundtable promotes best practices in corporate governance that focus on long-term value creation, advance the economic interests of workers, shareholders and consumers, and uphold the highest ethical standards. America’s business leaders set the standard for effective, ethical corporate governance in the Business Roundtable Principles of Corporate Governance.

In a forthcoming update to the Principles, the CEOs of Business Roundtable are increasing their emphasis on promoting diversity in the boardrooms of U.S. public companies. Read more about their commitment here.

Smart Financial Regulation

Overly complex and burdensome U.S. financial laws and regulations hamper the ability of U.S. companies to invest and hire, without sufficient compensating social benefit. In particular, several provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act impose needless requirements that do not result in real economic benefit for American workers and families.

Business Roundtable supports smart financial regulation – including improvements to Dodd-Frank – that encourage greater investment and advance America’s competitiveness in the global economy.

Read more about our work to improve Dodd-Frank.

Shareholder Engagement

Business Roundtable believes enhanced, direct engagement with shareholders who are interested in a company’s long-term value is beneficial to both the business and its investors. Business Roundtable supports reform of disclosure requirements that would better allow companies to provide investors with the material information needed to make effective long-term investment and voting decisions.