Request for Comment on Subpart 400 of Regulation S-K Disclosure Requirements Relating to Management, Certain Security Holders and Corporate Governance Matters, 59927-59929 [2016-20906]

Download as PDF Federal Register / Vol. 81, No. 169 / Wednesday, August 31, 2016 / Proposed Rules Bulletin A340–57–5036, dated September 18, 2015; as applicable. ehiers on DSK5VPTVN1PROD with PROPOSALS (k) Other FAA AD Provisions The following provisions also apply to this AD: (1) Alternative Methods of Compliance (AMOCs): The Manager, International Branch, ANM–116, Transport Airplane Directorate, FAA, has the authority to approve AMOCs for this AD, if requested using the procedures found in 14 CFR 39.19. In accordance with 14 CFR 39.19, send your request to your principal inspector or local Flight Standards District Office, as appropriate. If sending information directly to the International Branch, send it to ATTN: Vladimir Ulyanov, Aerospace Engineer, International Branch, ANM–116, Transport Airplane Directorate, FAA, 1601 Lind Avenue SW., Renton, WA 98057–3356; telephone: 425–227–1138; fax: 425–227– 1149. Information may be emailed to: 9ANM-116-AMOC-REQUESTS@faa.gov. Before using any approved AMOC, notify your appropriate principal inspector, or lacking a principal inspector, the manager of the local flight standards district office/ certificate holding district office. The AMOC approval letter must specifically reference this AD. (2) Contacting the Manufacturer: For any requirement in this AD to obtain corrective actions from a manufacturer, the action must be accomplished using a method approved by the Manager, International Branch, ANM– 116, Transport Airplane Directorate, FAA; or the European Aviation Safety Agency (EASA); or Airbus’s EASA Design Organization Approval (DOA). If approved by the DOA, the approval must include the DOA-authorized signature. (3) Required for Compliance (RC): If any service information contains procedures or tests that are identified as RC, those procedures and tests must be done to comply with this AD; any procedures or tests that are not identified as RC are recommended. Those procedures and tests that are not identified as RC may be deviated from using accepted methods in accordance with the operator’s maintenance or inspection program without obtaining approval of an AMOC, provided the procedures and tests identified as RC can be done and the airplane can be put back in an airworthy condition. Any substitutions or changes to procedures or tests identified as RC require approval of an AMOC. (l) Related Information (1) Refer to Mandatory Continuing Airworthiness Information (MCAI) EASA Airworthiness Directive 2016–0082, dated April 27, 2016, for related information. This MCAI may be found in the AD docket on the Internet at http://www.regulations.gov by searching for and locating Docket No. FAA– 2016–8851. (2) For service information identified in this AD, contact Airbus SAS, Airworthiness Office—EAL, 1 Rond Point Maurice Bellonte, 31707 Blagnac Cedex, France; telephone: +33 5 61 93 36 96; fax: +33 5 61 93 45 80; email: airworthiness.A330-A340@airbus.com; Internet: http://www.airbus.com. You may view this service information at the FAA, VerDate Sep<11>2014 14:16 Aug 30, 2016 Jkt 238001 Transport Airplane Directorate, 1601 Lind Avenue SW., Renton, WA. For information on the availability of this material at the FAA, call 425–227–1221. Issued in Renton, Washington, on August 18, 2016. Dorr M. Anderson, Acting Manager, Transport Airplane Directorate, Aircraft Certification Service. [FR Doc. 2016–20696 Filed 8–30–16; 8:45 am] BILLING CODE 4910–13–P SECURITIES AND EXCHANGE COMMISSION 17 CFR Part 229 [Release No. 33–10198; 34–78687; File No. S7–18–16] Request for Comment on Subpart 400 of Regulation S–K Disclosure Requirements Relating to Management, Certain Security Holders and Corporate Governance Matters Securities and Exchange Commission. ACTION: Request for comment. AGENCY: The Commission is requesting public comment on certain disclosure requirements in Regulation S–K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of an initiative by the Division of Corporation Finance to review the disclosure requirements in Regulation S–K to consider ways to improve them for the benefit of investors and registrants. Comments received in response to this request for comment will also inform the Commission’s study on Regulation S–K, which is required by Section 72003 of the Fixing America’s Surface Transportation Act (‘‘FAST Act’’). SUMMARY: Comments should be received on or before October 31, 2016. ADDRESSES: Comments may be submitted by any of the following methods: DATES: Electronic Comments • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/other.shtml); or • Send an email to rule-comments@ sec.gov. Please include File Number S7– 18–16 in the subject line; or • Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments. Paper Comments • Send paper comments to Brent J. Fields, Secretary, Securities and PO 00000 Frm 00021 Fmt 4702 Sfmt 4702 59927 Exchange Commission, 100 F Street NE., Washington, DC 20549–1090. All submissions should refer to File Number S7–18–16. This file number should be included in the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s Web site (http://www.sec.gov/rules/ other.shtml). Comments also are available for Web site viewing and printing in the Commission’s Public Reference Room, 100 F Street NE., Washington, DC 20549, on official business days between the hours of 10:00 a.m. and 3:00 p.m. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. FOR FURTHER INFORMATION CONTACT: Eduardo A. Aleman, Special Counsel, Office of Rulemaking, Division of Corporation Finance, at (202) 551–3430, 100 F Street NE., Washington, DC 20549. SUPPLEMENTARY INFORMATION: Background and Discussion Over the years, the Commission has evaluated its disclosure regime and engaged periodically in rulemakings designed to enhance its disclosure and registration requirements.1 Most recently, the Commission published a concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S–K.2 The purpose of the Regulation S–K Concept Release is to assess whether the business and financial disclosure requirements in Regulation S–K continue to provide the information that investors need to make informed investment and voting decisions. The Regulation S–K Concept Release focuses on the business and financial disclosures that registrants provide in their periodic reports, which are a subset of the disclosure requirements in Regulation S–K, because many of them have changed little since they were first adopted and are often the foundation of the disclosures investors look to when making investment decisions. These requirements have also been revisited by the Commission or the staff less 1 For a summary of the relevant history and background of Regulation S–K, see Business and Financial Disclosure Required by Regulation S–K, Release No. 33–10064 (Apr. 13, 2016) [81 FR 23916 (Apr. 22, 2016)] (‘‘Regulation S–K Concept Release’’). 2 See id. E:\FR\FM\31AUP1.SGM 31AUP1 59928 Federal Register / Vol. 81, No. 169 / Wednesday, August 31, 2016 / Proposed Rules ehiers on DSK5VPTVN1PROD with PROPOSALS frequently in the recent past than other disclosure requirements in Regulation S–K, such as executive compensation and governance contained in Subpart 400 of Regulation S–K.3 Last year, the Commission also published a request for comment to seek public input about the financial disclosure requirements in Regulation S–X for certain entities other than a registrant.4 These efforts, in addition to this request for comment, are part of a comprehensive evaluation of the Commission’s disclosure requirements recommended in the staff’s Report on Review of Disclosure Requirements in Regulation S–K (‘‘S–K Study’’), which was mandated by Section 108 of the Jumpstart Our Business Startups Act (‘‘JOBS Act’’).5 As noted in the Regulation S–K Concept Release, based on the S–K Study’s recommendation and at the request of the Chair, Commission staff initiated a comprehensive evaluation of the type of information our rules require registrants to disclose, how this information is presented, where and how this information is disclosed, and how the Commission can leverage technology as part of these efforts (collectively, ‘‘Disclosure Effectiveness Initiative’’). Section 72003(a) of the FAST Act 6 also requires the Commission to carry out a study of the requirements contained in Regulation S–K.7 Specifically, Section 3 See, e.g., Executive Compensation and Related Person Disclosure, Release No. 33–8732A (Aug. 29, 2006) [71 FR 53157 (Sept. 8, 2006)]; Proxy Disclosure Enhancements, Release No. 33–9089 (Dec. 16, 2009) [74 FR 68333 (Dec. 23, 2009)]; Staff Observations in the Review of Executive Compensation Disclosure, Division of Corporation Finance (Oct. 9, 2007), available at https:// www.sec.gov/divisions/corpfin/guidance/ execcompdisclosure.htm. As the Commission noted in the Regulation S–K Concept Release, the scope of that release does not include certain disclosure requirements for information other than business and financial disclosures, such as Subpart 400, which requires disclosure about management and certain security holders as well as corporate governance matters. See Regulation S–K Concept Release, supra note 1, at Section I, n. 4. This request for comment directly covers those subjects. 4 See Request for Comment on the Effectiveness of Financial Disclosures about Entities Other Than the Registrant, Release No. 33–9929 (Sept. 25, 2015) [80 FR 59083 (Oct. 1, 2015)]. 5 Public Law 112–106, Sec. 108, 126 Stat. 306 (2012). Section 108 of the JOBS Act requires the Commission to conduct a review of Regulation S– K to determine how such requirements can be updated to modernize and simplify the registration process for emerging growth companies. The S–K Study is available at http://www.sec.gov/news/ studies/2013/reg-sk-disclosure-requirementsreview.pdf. For a further discussion of the S–K Study, see the Regulation S–K Concept Release, supra note 1, at Section II.C. 6 Public Law 114–94, Sec. 72003, 129 Stat. 1312 (2015). 7 In conducting this study, the Commission is required to consult with the Investor Advisory VerDate Sep<11>2014 14:16 Aug 30, 2016 Jkt 238001 72003(a) requires that the study of Regulation S–K: • Determine how best to modernize and simplify such requirements in a manner that reduces the costs and burdens on issuers while still providing all material information; • Emphasize a company-by-company approach that allows relevant and material information to be disseminated to investors without boilerplate language or static requirements while preserving completeness and comparability of information across registrants; and • Evaluate methods of information delivery and presentation and explore methods for discouraging repetition and the disclosure of immaterial information.8 Request for Comment The initiative to review the disclosure requirements in Regulation S–K is intended to result in recommendations and proposals that will improve our disclosure system for the benefit of investors and registrants. The purpose of this request for comment is to solicit public input on Subpart 400 of Regulation S–K, which requires certain disclosures about a registrant’s management, certain security holders, and corporate governance matters.9 The input can include comments on existing requirements in these rules as well as on potential disclosure issues that commenters believe the rules should address.10 The comments received in response to this request for comment, as well as comments received in response to the Regulation S–K Concept Release, will inform the Commission in carrying out the study of Regulation S–K required by Section 72003(a) of the FAST Act.11 • Item 401 of Regulation S–K generally requires certain disclosures about a registrant’s directors, executive officers, promoters and control persons.12 Committee and the Advisory Committee on Small and Emerging Companies. 8 Public Law 114–94, Sec. 72003, 129 Stat. 1312 (2015). 9 17 CFR 229.401 et seq. 10 For example, as noted in the Regulation S–K Concept Release, supra note 1, this could include industry-specific disclosure requirements, information about sustainability and governance matters, and additional instances in which scaled disclosure could be implemented. 11 Comment letters received in response to this request for comment will be considered in connection with any future rulemaking related to the disclosure requirements in Subpart 400 of Regulation S–K. If the Commission proposes changes to these disclosure requirements the proposed changes will be subject to public notice and comment. 12 17 CFR 229.401. PO 00000 Frm 00022 Fmt 4702 Sfmt 4702 • Item 402 of Regulation S–K generally requires disclosure of all plan and non-plan compensation awarded to, earned by, or paid to a registrant’s named executive officers and directors.13 • Item 403 of Regulation S–K generally requires a description of the security ownership of certain beneficial owners and management.14 • Item 404 of Regulation S–K generally requires a description of certain transactions with related persons, promoters and certain control persons.15 • Item 405 of Regulation S–K generally requires a registrant to identify certain persons who failed to file on a timely basis, as disclosed in certain forms, reports required by Section 16(a) of the Securities Exchange Act 16 during the most recent fiscal year or prior fiscal years.17 • Item 406 of Regulation S–K generally requires disclosures about whether the registrant has adopted a code of ethics that applies to certain of the registrant’s executive officers, or persons performing similar functions, and, if it has not adopted such a code of ethics, an explanation why it has not done so.18 • Item 407 of Regulation S–K generally requires certain corporate governance disclosure about director independence, board meetings, various board committees (e.g., nominating, audit and compensation committees) and any process for shareholder communications.19 In connection with the staff’s continuing Disclosure Effectiveness Initiative and corresponding work on the FAST Act mandate, the Commission welcomes public comments on the issues that the staff should consider in conducting its review of Subpart 400 of Regulation S–K, including, among other things, how best to modernize and 13 17 CFR 229.402. Item 402 also describes the disclosure requirements for certain categories of registrants such as foreign private issuers and smaller reporting companies. The Commission has a number of outstanding proposals related to executive compensation disclosure and listing requirements. See Disclosure of Hedging by Employees, Officers and Directors, Release No. 33– 9723 (Feb. 9, 2015) [80 FR 8485 (Feb. 17, 2015)]; Pay Versus Performance, Release 34–74835 (Apr. 29, 2015) [80 FR 26329 (May 7, 2015)]; Listing Standards for Recovery of Erroneously Awarded Compensation, Release No. 33–9861 (July 1, 2015) [80 FR 41143 (July 14, 2015)]. This release requests comment on the disclosure requirements in Item 402 generally and is not intended to solicit specific comment on those proposals. 14 17 CFR 229.403. 15 17 CFR 229.404. 16 15 U.S.C. 78p. 17 17 CFR 229.405. 18 17 CFR 229.406. 19 17 CFR 229.407. E:\FR\FM\31AUP1.SGM 31AUP1 Federal Register / Vol. 81, No. 169 / Wednesday, August 31, 2016 / Proposed Rules simplify these disclosure items in view of the objectives of the Regulation S–K study set forth in Section 72003 of the FAST Act and whether additional disclosures in these areas are necessary or appropriate to facilitate investor protection, to maintain fair, orderly, and efficient markets, and/or to facilitate capital formation. In addition to the substance of the disclosure requirements, the Commission welcomes comments on how information can be presented to improve its readability, navigability and comparability and how technology and structured data can facilitate data aggregation and analysis. All interested parties are invited to submit their views and any data, in writing, on any matter relating to Subpart 400 of Regulation S–K. By the Commission. Dated: August 25, 2016. Brent J. Fields, Secretary. [FR Doc. 2016–20906 Filed 8–30–16; 8:45 am] BILLING CODE 8011–01–P DEPARTMENT OF JUSTICE Drug Enforcement Administration 21 CFR Part 1308 [Docket No. DEA–442] Schedules of Controlled Substances: Temporary Placement of Mitragynine and 7-Hydroxymitragynine Into Schedule I Drug Enforcement Administration, Department of Justice. ACTION: Notice of intent. AGENCY: The Administrator of the Drug Enforcement Administration is issuing this notice of intent to temporarily schedule the opioids mitragynine and 7hydroxymitragynine, which are the main active constituents of the plant kratom, into schedule I pursuant to the temporary scheduling provisions of the Controlled Substances Act. This action is based on a finding by the Administrator that the placement of these opioids into schedule I of the Controlled Substances Act is necessary to avoid an imminent hazard to the public safety. Any final order will impose the administrative, civil, and criminal sanctions and regulatory controls applicable to schedule I controlled substances under the Controlled Substances Act on the manufacture, distribution, possession, importation, and exportation of, and ehiers on DSK5VPTVN1PROD with PROPOSALS SUMMARY: VerDate Sep<11>2014 14:16 Aug 30, 2016 Jkt 238001 research and conduct of instructional activities of these opioids. DATES: August 31, 2016. FOR FURTHER INFORMATION CONTACT: Michael J. Lewis, Office of Diversion Control, Drug Enforcement Administration; Mailing Address: 8701 Morrissette Drive, Springfield, Virginia 22152; Telephone: (202) 598–6812. SUPPLEMENTARY INFORMATION: Any final order will be published in the Federal Register and may not be effective prior to September 30, 2016. Legal Authority The Drug Enforcement Administration (DEA) implements and enforces titles II and III of the Comprehensive Drug Abuse Prevention and Control Act of 1970, as amended. 21 U.S.C. 801–971. Titles II and III are referred to as the ‘‘Controlled Substances Act’’ and the ‘‘Controlled Substances Import and Export Act,’’ respectively, and are collectively referred to as the ‘‘Controlled Substances Act’’ or the ‘‘CSA’’ for the purpose of this action. The DEA publishes the implementing regulations for these statutes in title 21 of the Code of Federal Regulations (CFR), chapter II. The CSA and its implementing regulations are designed to prevent, detect, and eliminate the diversion of controlled substances and listed chemicals into the illicit market while providing for the legitimate medical, scientific, research, and industrial needs of the United States. Controlled substances have the potential for abuse and dependence and are controlled to protect the public health and safety. Under the CSA, each controlled substance is classified into one of five schedules based upon its potential for abuse, its currently accepted medical use in treatment in the United States, and the degree of dependence the drug or other substance may cause. 21 U.S.C. 812. The initial schedules of controlled substances established by Congress are found at 21 U.S.C. 812(c), and the current list of all scheduled substances is published at 21 CFR part 1308. Section 201 of the CSA, 21 U.S.C. 811, provides the Attorney General with the authority to temporarily place a substance into schedule I of the CSA for two years without regard to the requirements of 21 U.S.C. 811(b) if she finds that such action is necessary to avoid an imminent hazard to the public safety. 21 U.S.C. 811(h)(1). In addition, if proceedings to control a substance are initiated under 21 U.S.C. 811(a)(1), the Attorney General may extend the temporary scheduling for up to one year. 21 U.S.C. 811(h)(2). PO 00000 Frm 00023 Fmt 4702 Sfmt 4702 59929 Where the necessary findings are made, a substance may be temporarily scheduled if it is not listed in any other schedule under section 202 of the CSA, 21 U.S.C. 812, or if there is no exemption or approval in effect for the substance under section 505 of the Federal Food, Drug, and Cosmetic Act (FDCA), 21 U.S.C. 355. 21 U.S.C. 811(h)(1). The Attorney General has delegated scheduling authority under 21 U.S.C. 811 to the Administrator of the DEA. 28 CFR 0.100. Background Section 201(h)(4) of the CSA, 21 U.S.C. 811(h)(4), requires the Administrator to notify the Secretary of the Department of Health and Human Services (HHS) of his intention to temporarily place a substance into schedule I of the CSA.1 The Administrator transmitted notice of his intent to place mitragynine and 7hydroxymitragynine in schedule I on a temporary basis to the Assistant Secretary by letter dated May 6, 2016. The Assistant Secretary responded to this notice by letter dated May 18, 2016, and advised that based on review by the Food and Drug Administration (FDA), there are currently no investigational new drug applications or approved new drug applications for mitragynine and 7hydroxymitragynine. The Assistant Secretary also stated that the HHS has no objection to the temporary placement of mitragynine and 7hydroxymitragynine into schedule I of the CSA. Neither mitragynine nor 7hydroxymitragynine is currently listed in any schedule under the CSA, and no approved new drug applications or investigational new drug applications for mitragynine or 7hydroxymitragynine exist, 21 U.S.C. 355. The DEA has found that the control of mitragynine and 7hydroxymitragynine in schedule I on a temporary basis is necessary to avoid an imminent hazard to public safety. To find that placing a substance temporarily into schedule I of the CSA is necessary to avoid an imminent hazard to the public safety, the Administrator is required to consider three of the eight factors set forth in section 201(c) of the CSA, 21 U.S.C. 1 As discussed in a memorandum of understanding entered into by the Food and Drug Administration (FDA) and the National Institute on Drug Abuse (NIDA), the FDA acts as the lead agency within the Department of Health and Human Services (HHS) in carrying out the Secretary’s scheduling responsibilities under the CSA, with the concurrence of NIDA. 50 FR 9518, Mar. 8, 1985. The Secretary of the HHS has delegated to the Assistant Secretary for Health of the HHS the authority to make domestic drug scheduling recommendations. 58 FR 35460, July 1, 1993. E:\FR\FM\31AUP1.SGM 31AUP1

Agencies

[Federal Register Volume 81, Number 169 (Wednesday, August 31, 2016)]
[Proposed Rules]
[Pages 59927-59929]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-20906]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 229

[Release No. 33-10198; 34-78687; File No. S7-18-16]


Request for Comment on Subpart 400 of Regulation S-K Disclosure 
Requirements Relating to Management, Certain Security Holders and 
Corporate Governance Matters

AGENCY: Securities and Exchange Commission.

ACTION: Request for comment.

-----------------------------------------------------------------------

SUMMARY: The Commission is requesting public comment on certain 
disclosure requirements in Regulation S-K relating to management, 
certain security holders, and corporate governance matters contained in 
Subpart 400. This request is part of an initiative by the Division of 
Corporation Finance to review the disclosure requirements in Regulation 
S-K to consider ways to improve them for the benefit of investors and 
registrants. Comments received in response to this request for comment 
will also inform the Commission's study on Regulation S-K, which is 
required by Section 72003 of the Fixing America's Surface 
Transportation Act (``FAST Act'').

DATES: Comments should be received on or before October 31, 2016.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/other.shtml); or
     Send an email to rule-comments@sec.gov. Please include 
File Number S7-18-16 in the subject line; or
     Use the Federal eRulemaking Portal (http://www.regulations.gov). Follow the instructions for submitting comments.

Paper Comments

     Send paper comments to Brent J. Fields, Secretary, 
Securities and Exchange Commission, 100 F Street NE., Washington, DC 
20549-1090.

All submissions should refer to File Number S7-18-16. This file number 
should be included in the subject line if email is used. To help the 
Commission process and review your comments more efficiently, please 
use only one method. The Commission will post all comments on the 
Commission's Web site (http://www.sec.gov/rules/other.shtml). Comments 
also are available for Web site viewing and printing in the 
Commission's Public Reference Room, 100 F Street NE., Washington, DC 
20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m. All comments received will be posted without change; we do 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly.

FOR FURTHER INFORMATION CONTACT: Eduardo A. Aleman, Special Counsel, 
Office of Rulemaking, Division of Corporation Finance, at (202) 551-
3430, 100 F Street NE., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: 

Background and Discussion

    Over the years, the Commission has evaluated its disclosure regime 
and engaged periodically in rulemakings designed to enhance its 
disclosure and registration requirements.\1\ Most recently, the 
Commission published a concept release to seek public comment on 
modernizing certain business and financial disclosure requirements in 
Regulation S-K.\2\ The purpose of the Regulation S-K Concept Release is 
to assess whether the business and financial disclosure requirements in 
Regulation S-K continue to provide the information that investors need 
to make informed investment and voting decisions. The Regulation S-K 
Concept Release focuses on the business and financial disclosures that 
registrants provide in their periodic reports, which are a subset of 
the disclosure requirements in Regulation S-K, because many of them 
have changed little since they were first adopted and are often the 
foundation of the disclosures investors look to when making investment 
decisions. These requirements have also been revisited by the 
Commission or the staff less

[[Page 59928]]

frequently in the recent past than other disclosure requirements in 
Regulation S-K, such as executive compensation and governance contained 
in Subpart 400 of Regulation S-K.\3\ Last year, the Commission also 
published a request for comment to seek public input about the 
financial disclosure requirements in Regulation S-X for certain 
entities other than a registrant.\4\
---------------------------------------------------------------------------

    \1\ For a summary of the relevant history and background of 
Regulation S-K, see Business and Financial Disclosure Required by 
Regulation S-K, Release No. 33-10064 (Apr. 13, 2016) [81 FR 23916 
(Apr. 22, 2016)] (``Regulation S-K Concept Release'').
    \2\ See id.
    \3\ See, e.g., Executive Compensation and Related Person 
Disclosure, Release No. 33-8732A (Aug. 29, 2006) [71 FR 53157 (Sept. 
8, 2006)]; Proxy Disclosure Enhancements, Release No. 33-9089 (Dec. 
16, 2009) [74 FR 68333 (Dec. 23, 2009)]; Staff Observations in the 
Review of Executive Compensation Disclosure, Division of Corporation 
Finance (Oct. 9, 2007), available at https://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm. As the Commission noted in 
the Regulation S-K Concept Release, the scope of that release does 
not include certain disclosure requirements for information other 
than business and financial disclosures, such as Subpart 400, which 
requires disclosure about management and certain security holders as 
well as corporate governance matters. See Regulation S-K Concept 
Release, supra note 1, at Section I, n. 4. This request for comment 
directly covers those subjects.
    \4\ See Request for Comment on the Effectiveness of Financial 
Disclosures about Entities Other Than the Registrant, Release No. 
33-9929 (Sept. 25, 2015) [80 FR 59083 (Oct. 1, 2015)].
---------------------------------------------------------------------------

    These efforts, in addition to this request for comment, are part of 
a comprehensive evaluation of the Commission's disclosure requirements 
recommended in the staff's Report on Review of Disclosure Requirements 
in Regulation S-K (``S-K Study''), which was mandated by Section 108 of 
the Jumpstart Our Business Startups Act (``JOBS Act'').\5\ As noted in 
the Regulation S-K Concept Release, based on the S-K Study's 
recommendation and at the request of the Chair, Commission staff 
initiated a comprehensive evaluation of the type of information our 
rules require registrants to disclose, how this information is 
presented, where and how this information is disclosed, and how the 
Commission can leverage technology as part of these efforts 
(collectively, ``Disclosure Effectiveness Initiative''). Section 
72003(a) of the FAST Act \6\ also requires the Commission to carry out 
a study of the requirements contained in Regulation S-K.\7\ 
Specifically, Section 72003(a) requires that the study of Regulation S-
K:
---------------------------------------------------------------------------

    \5\ Public Law 112-106, Sec. 108, 126 Stat. 306 (2012). Section 
108 of the JOBS Act requires the Commission to conduct a review of 
Regulation S-K to determine how such requirements can be updated to 
modernize and simplify the registration process for emerging growth 
companies. The S-K Study is available at http://www.sec.gov/news/studies/2013/reg-sk-disclosure-requirements-review.pdf. For a 
further discussion of the S-K Study, see the Regulation S-K Concept 
Release, supra note 1, at Section II.C.
    \6\ Public Law 114-94, Sec. 72003, 129 Stat. 1312 (2015).
    \7\ In conducting this study, the Commission is required to 
consult with the Investor Advisory Committee and the Advisory 
Committee on Small and Emerging Companies.
---------------------------------------------------------------------------

     Determine how best to modernize and simplify such 
requirements in a manner that reduces the costs and burdens on issuers 
while still providing all material information;
     Emphasize a company-by-company approach that allows 
relevant and material information to be disseminated to investors 
without boilerplate language or static requirements while preserving 
completeness and comparability of information across registrants; and
     Evaluate methods of information delivery and presentation 
and explore methods for discouraging repetition and the disclosure of 
immaterial information.\8\
---------------------------------------------------------------------------

    \8\ Public Law 114-94, Sec. 72003, 129 Stat. 1312 (2015).
---------------------------------------------------------------------------

Request for Comment

    The initiative to review the disclosure requirements in Regulation 
S-K is intended to result in recommendations and proposals that will 
improve our disclosure system for the benefit of investors and 
registrants. The purpose of this request for comment is to solicit 
public input on Subpart 400 of Regulation S-K, which requires certain 
disclosures about a registrant's management, certain security holders, 
and corporate governance matters.\9\ The input can include comments on 
existing requirements in these rules as well as on potential disclosure 
issues that commenters believe the rules should address.\10\ The 
comments received in response to this request for comment, as well as 
comments received in response to the Regulation S-K Concept Release, 
will inform the Commission in carrying out the study of Regulation S-K 
required by Section 72003(a) of the FAST Act.\11\
---------------------------------------------------------------------------

    \9\ 17 CFR 229.401 et seq.
    \10\ For example, as noted in the Regulation S-K Concept 
Release, supra note 1, this could include industry-specific 
disclosure requirements, information about sustainability and 
governance matters, and additional instances in which scaled 
disclosure could be implemented.
    \11\ Comment letters received in response to this request for 
comment will be considered in connection with any future rulemaking 
related to the disclosure requirements in Subpart 400 of Regulation 
S-K. If the Commission proposes changes to these disclosure 
requirements the proposed changes will be subject to public notice 
and comment.
---------------------------------------------------------------------------

     Item 401 of Regulation S-K generally requires certain 
disclosures about a registrant's directors, executive officers, 
promoters and control persons.\12\
---------------------------------------------------------------------------

    \12\ 17 CFR 229.401.
---------------------------------------------------------------------------

     Item 402 of Regulation S-K generally requires disclosure 
of all plan and non-plan compensation awarded to, earned by, or paid to 
a registrant's named executive officers and directors.\13\
---------------------------------------------------------------------------

    \13\ 17 CFR 229.402. Item 402 also describes the disclosure 
requirements for certain categories of registrants such as foreign 
private issuers and smaller reporting companies. The Commission has 
a number of outstanding proposals related to executive compensation 
disclosure and listing requirements. See Disclosure of Hedging by 
Employees, Officers and Directors, Release No. 33-9723 (Feb. 9, 
2015) [80 FR 8485 (Feb. 17, 2015)]; Pay Versus Performance, Release 
34-74835 (Apr. 29, 2015) [80 FR 26329 (May 7, 2015)]; Listing 
Standards for Recovery of Erroneously Awarded Compensation, Release 
No. 33-9861 (July 1, 2015) [80 FR 41143 (July 14, 2015)]. This 
release requests comment on the disclosure requirements in Item 402 
generally and is not intended to solicit specific comment on those 
proposals.
---------------------------------------------------------------------------

     Item 403 of Regulation S-K generally requires a 
description of the security ownership of certain beneficial owners and 
management.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 229.403.
---------------------------------------------------------------------------

     Item 404 of Regulation S-K generally requires a 
description of certain transactions with related persons, promoters and 
certain control persons.\15\
---------------------------------------------------------------------------

    \15\ 17 CFR 229.404.
---------------------------------------------------------------------------

     Item 405 of Regulation S-K generally requires a registrant 
to identify certain persons who failed to file on a timely basis, as 
disclosed in certain forms, reports required by Section 16(a) of the 
Securities Exchange Act \16\ during the most recent fiscal year or 
prior fiscal years.\17\
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    \16\ 15 U.S.C. 78p.
    \17\ 17 CFR 229.405.
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     Item 406 of Regulation S-K generally requires disclosures 
about whether the registrant has adopted a code of ethics that applies 
to certain of the registrant's executive officers, or persons 
performing similar functions, and, if it has not adopted such a code of 
ethics, an explanation why it has not done so.\18\
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    \18\ 17 CFR 229.406.
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     Item 407 of Regulation S-K generally requires certain 
corporate governance disclosure about director independence, board 
meetings, various board committees (e.g., nominating, audit and 
compensation committees) and any process for shareholder 
communications.\19\
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    \19\ 17 CFR 229.407.
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    In connection with the staff's continuing Disclosure Effectiveness 
Initiative and corresponding work on the FAST Act mandate, the 
Commission welcomes public comments on the issues that the staff should 
consider in conducting its review of Subpart 400 of Regulation S-K, 
including, among other things, how best to modernize and

[[Page 59929]]

simplify these disclosure items in view of the objectives of the 
Regulation S-K study set forth in Section 72003 of the FAST Act and 
whether additional disclosures in these areas are necessary or 
appropriate to facilitate investor protection, to maintain fair, 
orderly, and efficient markets, and/or to facilitate capital formation. 
In addition to the substance of the disclosure requirements, the 
Commission welcomes comments on how information can be presented to 
improve its readability, navigability and comparability and how 
technology and structured data can facilitate data aggregation and 
analysis. All interested parties are invited to submit their views and 
any data, in writing, on any matter relating to Subpart 400 of 
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Regulation S-K.

    By the Commission.

    Dated: August 25, 2016.
Brent J. Fields,
Secretary.
[FR Doc. 2016-20906 Filed 8-30-16; 8:45 am]
 BILLING CODE 8011-01-P