W
I now feel like I’m in a court of law. ‘Tell me, is it possible that…?’.
Perhaps my answer should be ‘yes it is possible but its likelihood is less than remote’. Instead I think I’ll pass this question to the floor because this is US leglislation and I am only a UK observer.
In the UK we have, for example, Turnbull which requires companies to certify they have effective corporate governance and has a wider span than 404 or 302. However, in principle, companies could just pay lip service to it because it is not verified by a 3rd party but other legilstaion and the power of shareholders would make this unacceptable.
Below I have pasted from an article I read recently which highlights these differences which I thought were interesting although I have no idea if they are true.
The US and Britain appear to share a model of corporate governance, with a common law legal system, transparent disclosure regimes, unitary company board structures, shareholder value and market confidence as corporate objectives and dispersed share ownership with institutional ownership of most shares.
In reality, great differences exist. In Britain, the Combined Code of corporate governance is the cornerstone of a ‘comply or explain’ principles-based approach. It is backed up by a robust system of company law and market regulation. Shareholders have real power to hold boards to account.
The US has a regulator-led system mainly enforced through the SEC, listing rules and state law. There is no governance code and shareholders’ main means of board engagement is through proposing non-binding resolutions for annual meetings during the spring and smaller autumn proxy seasons.