AT THE BELL T
Katie Royce, CFA NIRI Chair Chief Financial Officer ZenBusiness
Is 2023 the Year of Transparency?
he NIRI mission statement is simple: Advance and elevate the professional practice of investor relations. But sometimes a lack of transparency in some sectors of the capital markets can feel as if the
playing field is uneven, making the delivery of that mission statement a challenge. As I watch the flurry of SEC rulemaking and corporate governance topics reported in recent issues of IR Update Daily, perhaps we are at the tipping point for change, albeit still in the form of small, incremental steps. Many of these topics can be boiled down to the quest for and importance of transparency. Transpar-
ency is a word we hear a lot—investors ask for and reward it over time, the Securities and Exchange Com- mission (SEC) and other governing bodies are supposed to foster it, and companies often promote it as a core value. However, outdated SEC rules shield certain market participants from being fully transparent. When I look at NIRI's advocacy agenda for 2023 reported in the article, “NIRI Advocacy Priorities for
the New Year,” on page 24 of this issue of IR Update, I am hopeful that we will continue to make progress. For example, NIRI continues work to pass a 13(f) modernization bill that would authorize the SEC
to move from quarterly to monthly disclosures of equity holdings by institutional investment managers and shorten the filing deadline from 45 days to a more reasonable requirement. A final SEC rule is expected early this year to modernize the disclosure regime for 13(d) filings
required when an investor accumulates 5% of an issuer’s shares outstanding. Te SEC proposed rule issued last year would shorten the time required to file from 10 days to five business days. Regulation of proxy advisory firms is another hot-button issue that shows an opportunity for change.
An SEC rule finalized last year eliminated the requirement that proxy advisory firms allow public companies to review and comment on the written reports issued by these firms before shareholder meetings. Litigation and new legislation may help counteract it. Te SEC proposed a rule last year that would require investment managers to report large short-
sale positions on a monthly basis instead of the current quarterly basis. While this is a step in the right direction, NIRI is advocating additional levels of transparency and reporting that we believe is needed. I am especially interested in potential legislation NIRI is considering that would create an SEC Public
Company Advisory Committee. Over the years, the SEC has created committees for asset managers, insti- tutional investors, fixed income market participants, and small businesses. Why not public companies? Advocacy is a year-round priority for NIRI, and since 2019 NIRI has been inviting advocacy ambas-
sadors from local chapters to join the NIRI Board of Directors and staff in Washington, DC, to meet with the SEC and legislators on Capitol Hill. I believe these legislative fly-in events have helped influ- ence the 2023 legislative and regulatory agenda and therefore advance and elevate the IR profession. Please consider participating in the NIRI 2023 Legislative & Leadership Fly-In on September 28-29. Your voice is important! IR
2 WI N T E R 2 0 2 3 ■ IR UPDAT E
ni ri .org/ irupdate
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