In light of the SEC rules requiring reporting companies to maintain “disclosure controls and procedures,” the need for such companies to form and maintain a disclosure committee has increased and the role of such disclosure committees has become more significant. Disclosure committees are called upon to assist the chief executive officer and chief financial officer and the audit committee in preparing the disclosures required under the SEC rules and to help ensure that a company’s disclosure controls and procedures are properly implemented.
At Foley’s sixth annual National Directors Institute on March 8, 2007 in Chicago, a panel discussion on “Disclosure Committee Best Practices” was moderated by Patrick Daugherty, partner, Foley & Lardner LLP, and included Jeffrey Brown, senior corporate counsel, Motorola, Inc., and Luis Machado, associate general counsel, corporate and assistant secretary, William Wrigley Jr. Company. Mr. Brown and Mr. Machado are members of their respective companies’ disclosure committees and the panel discussed the organization and composition of disclosure committees, the manner in which disclosure committees carry out their work, and the appropriate role for, and the relationship between, insiders and outsiders with respect to the work performed by disclosure committees.