Aligning the disclosure committee in the era of disclosure

What is the disclosure committee?

The purpose of disclosure committees is to assist the CEO and CFO in preparing SEC-required disclosures for the audit committee’s review and approval, and to facilitate appropriate and properly implemented disclosure controls. Likewise, disclosure committees can support the accuracy, completeness, timeliness, and fairness of company filings. It can set parameters for and determine the appropriateness of disclosures in all publicly disseminated information.

The objectives of many disclosure committees are to:

• Review draft SEC filings, recommend edits and provide comments, and confirm that edits have been incorporated before submitting the filing
• Provide integrity and completeness relating to internal controls over financial reporting
• Support the certification requirements of Sections 302, 404, and 906 of the Sarbanes-Oxley Act
  

Considerations for disclosure committee refresh

To continue to formalize and enhance disclosure committees, we identified three possible opportunities for disclosure committees to consider in this time of transition.

1. Maintain and update a formal disclosure committee charter
2. Reassess disclosure committee owner(s) and membership
3. Enhance disclosure committee procedures, particularly those pertaining to memorialization of committee operations

Additional insights

In addition to providing an in-depth analysis of the disclosure committee refresh considerations and opportunities to consider in this time of transition, this On the audit committee’s agenda also discusses:

• Deloitte's rule-specific resources
  
• Questions for the audit committee
• Climate Disclosure Rule considerations