Policy and Legal

Streamlining, simplifying and reducing compliance requirements would relieve a large burden that now rests on manufacturers’ shoulders, the NAM told Securities and Exchange Commission and Congress this week.

What’s going on: “Many small and medium-sized manufacturers incur substantial costs each year to comply with the law, and particularly Section 404(b)” of the Sarbanes-Oxley Act of 2002, NAM Managing Vice President Charles Crain told the House Subcommittee on Capital Markets ahead of a Wednesday hearing.

• “Striking the balance between capital formation and investor protection is a key test for any requirement that falls on smaller public companies.”
• Companies spend more than $1 million a year to comply with SOX 404(b), which requires an external audit of a company’s internal financial controls.

What Congress should do: To ease the load on smaller reporting companies—a category under which many manufacturers in the U.S. fall—Congress should consider legislation that would exempt them from SOX 404(b), the NAM said.

• Congress should also exempt all accelerated filers (companies with a public float below $700 million), as well as newly public companies, from SOX 404(b), Crain said.
• Finally, the NAM supports reforms outlined in the subcommittee’s draft legislation to update the SEC’s definition of SRCs, including raising both the maximum public float and revenue thresholds.

Introduced into the record: Rep. Warren Davidson (R-OH) introduced the NAM’s statement into the record and expressed support for exempting smaller companies from SOX’s costly attestation audit requirements.

NAM at the SEC: The NAM also urged the SEC to institute reporting requirement reforms related to executive compensation—a complicated and costly area of disclosure that often provides minimal investor benefit.

• “The NAM has long supported flexibility in the design of executive compensation benefit packages to ensure manufacturers can recruit and retain leaders that will grow the business, create more jobs and contribute to our overall economic growth,” Crain told the SEC ahead of a Thursday roundtable on executive compensation disclosure requirements. “Unfortunately, the SEC’s compensation rules have become too complex and have undermined that flexibility.”

What the SEC should do: The NAM laid out several steps the agency should take to ease compensation reporting requirements “to moderate the compliance burdens on public companies while reducing the number of pages and tables in a proxy statement that investors must review each year.” These include urging the SEC to take the following steps:

• Scale compensation disclosure burdens based on company size.
• Replace the disclosures required by the 2022 Pay Versus Performance rule with principles-based narrative disclosure.
• Support the repeal of the CEO pay ratio rule, “which mandates the costly determination of a company’s median employee and the collection of company-wide employee compensation data to generate disclosures that are not relevant or used by most investors.”