United States: Checklist Of Routine Annual And Other Activities To Be Completed By Voluntary Filers

This memorandum lists typical activities for a voluntary filer and its Board of Directors. Since voluntary filers do not need to maintain Audit, Compensation or Nominating Committees, this memorandum assumes that no such Committees exist. Please note that, in any particular situation, additional activities may need to be completed, not all of the activities mentioned apply to all situations and each company's activities will depend on its governing documents.

Board of Directors

  • Questionnaires. Complete Directors' and Officers' Questionnaires; update form of Questionnaire to add questions arising out of recent rule changes or changes in company circumstances
  • Directors. Elect directors and adjust Board size as appropriate
  • Budget. Grant annual operating authority to officers and employees, by approval of an Annual Business or Operating Plan, Capital Expenditure/Investment Program or other comparable procedure
  • General. Adopt general enabling and ratifying resolutions as appropriate

Board of Directors (at annual Organizational Meeting)

  • Director Appointments. Appoint Chairperson of the Board, if any
  • Schedules. Establish annual schedule for regular Board meetings
  • Officer Elections.

    • If term of office expires annually, re-elect officers
    • Elect new officers, if any

Board Performing Additional Functions of a Compensation Committee

  • CEO Compensation.

    • Review actual and proposed incentive and equity-based compensation of CEO for prior year and approve proposed incentive compensation or achievement of related targets
    • Establish base and proposed incentive and equity-based compensation of CEO for current year

      • Evaluate prior year's performance, including performance against prior year's targets
      • Establish current year's targets, if any
  • Other Executive Officer Compensation.

    • To the extent discretionary, approve proposed incentive compensation or achievement of related targets, for prior year, of other executive officers and employees, consistent with oversight responsibility
    • Approve proposed incentive compensation (including related targets, if any) and equity-based compensation, for current year, of other executive officers and employees, consistent with oversight responsibility
  • Director Compensation. Review and revise (as appropriate) compensation of directors
  • Employee Compensation. Review and determine whether risks exist that relate to employee compensation policies and practices that are reasonably likely to have a material adverse effect, and consider whether to implement (or amend) risk assessment/mitigation procedures or change such policies and practices
  • Related Party/Affiliate Transactions. Evaluate compensation or other benefits received by directors or executive officers from or through affiliated/related entities and review such compensation as to compliance with Code of Conduct/Ethics (as applicable), applicable law and company's governing documents

Board Performing Additional Functions of an Audit Committee

  • Auditors. Select auditors for current year
  • Audit Services and Permitted Non-Audit Services. Pre-approve all audit services and all permitted non-audit services, subject to certain exceptions
  • Related Party Transactions. Review and evaluate related party transactions, if desired
  • Swaps. Consider whether Board should approve entry into swap and derivative transactions in compliance with SEC rules (if reliance on "end-user exception" for swaps and derivatives is being sought)
  • Financial Statements.

    • Review and approve annual financial statements for inclusion in Annual Report on Form 10-K
    • Review and approve interim financial statements for inclusion in Quarterly Reports on Form 10-Q
  • Whistleblower Program. Review and revise (as appropriate) whistleblower programs and policies
  • PCAOB Auditing Standard 18. Auditing Standard No. 18 superseded Auditing Standard Section 334 and expanded audit procedures required to be performed with respect to (1) related party transactions, (2) significant unusual transactions and (3) financial relationships and transactions with executive officers (including executive compensation); consider:

    • ensuring that appropriate authorizations and approvals are in place and transactions are documented
    • whether Board (acting as Compensation Committee) should be part of discussions with auditors regarding compensation arrangements
    • reviewing related party transaction policies to evaluate whether any changes should be made
    • addressing expanded set of required management representations about related party transactions and significant unusual transactions
  • PCAOB Standards on Critical Audit Matters. Consider possible need for policy or procedure changes in light of new PCAOB auditing standards as to "critical audit matters" going into effect for fiscal years ending on or after June 30, 2019 for large accelerated filers and December 15, 2020 for all other companies
  • Global Standard on Revenue Recognition. Evaluate impact of FASB Topic 66 (replacing FASB Topic 65) which comprehensively overhauled existing revenue recognition rules for reporting periods beginning after December 15, 2016 for US public companies and after December 15, 2017 for US private companies
  • FASB Guidance on Going Concern Evaluation/Disclosure. Consider whether to change policies or procedures in light of FASB guidance placing greater responsibility on management to evaluate and disclose a company's ability to continue as a going concern, updating GAAP to require management of both public and private companies to take part in evaluating conditions that may affect the ability to continue as a going concern, effective for annual periods that ended after December 15, 2016
  • Non-GAAP financial measures. Consider 2016 SEC Compliance and Disclosure Interpretations updates on the use and presentation of non-GAAP financial measures, to address increasing concerns that non-GAAP financial measures were being used improperly, including that free cash flow is a liquidity measure that must not be presented on a per share basis

Other Activities

  • Annual Report on Form 10-K.

    • File Form 10-K with SEC
    • New voluntary filers, that changed status from non-voluntary filer, should not check the Form 10-K cover page box indicating that it filed all Section 15(d) reports during the prior 12 months (but (as applicable) should add an explanatory note that it filed all Exchange Act reports for the prior 12 months, as described in C&DI 204.05 (September 2008), and should include in Form 10-K the compensation, beneficial ownership and other information (including Compensation Discussion and Analysis) that would have otherwise incorporated by reference from proxy statement (even though no proxy statement need be filed)
    • Include pay ratio disclosure required by Regulation S-K Item 402(u), requiring public companies to disclose the ratio of their CEO compensation to their median employee compensation, commencing with their first fiscal year beginning on or after January 1, 2017, in registration statements and annual reports requiring compensation disclosure (subject to transition periods for new companies and companies engaging in M&A transactions, and exclusions for companies such as smaller reporting companies, emerging growth companies and foreign private issuers)
    • Consider whether to add a summary section to the Form 10-K as allowed starting in 2016, so long as each item in the summary "is presented fairly and accurately" and includes a cross-reference by hyperlink to the more detailed material contained in the Form 10-K to which the item relates
    • Assess need to report on mine safety and conflict minerals
    • No need for resource extraction issuers to report on resource extraction following the elimination of such rules in 2017
    • Include in the Form 10-K (and Quarterly Reports on Form 10-Q) disclosure reportable under Exchange Act Section 13 ( r ) relating to the Iran Threat Reduction and Syria Human Rights Act of 2012

      • Simultaneously file IRANNOTICE form on EDGAR if disclosure is so made
    • Consider Sustainability Accounting Standards Board (SASB) recently published Implementation Guide for Companies, for companies that are in the process of integrating SASB standards into their existing Form 10-K or 20-F disclosure processes, to help companies achieve their objectives of (i) identifying industry-specific sustainability topics that are most likely material to an investor, (ii) understanding the current state of disclosure and performance regarding those topics, and (iii) enhancing existing reporting processes to more effectively disclose material information on sustainability topics
  • Website Posting/Disclosure. For a list of complete SEC website posting requirements, see Schedule A attached hereto
  • Committee of Sponsoring Organizations of the Treadway Commission ("COSO") Frameworks. As of 2017, the 2013 COSO Framework (comprehensively updating its 1992 Framework) should be used to evaluate effectiveness of internal controls over financial reporting; and in September 2017 COSO updated its 2004 Enterprise Risk Management (ERM) – Integrated Framework, used widely used by management to enhance ability to manage uncertainty and consider how much risk to accept (previously updated in 2013); internal controls and ERM are interrelated since internal controls make ERM more effective when control activities in place over risk responses and ERM helps in developing objective used as basis for developing internal controls
  • Cybersecurity Risks and Breaches. Consider including or adding to disclosure as to cybersecurity as a risk factor; consider disclosure of cybersecurity breaches or other incidents, in light of SEC's stated advice in 2017 that while it has not yet pursued proceedings against public companies with inadequate cybersecurity disclosure before or after breaches or other incidents, it could in fact take enforcement action against such companies in the future
  • Political Risks. Consider whether changes initiated by Trump administration require changes to risk factors, such as tax reform, healthcare, energy, environment, financial regulation, international trade, immigration policy and general legislative / regulatory uncertainty concerns
  • Financial Stability Board Guidance on Climate-Related Financial Risk. Consider recent Financial Stability Board (FSB) recommendations for voluntary climate-related financial risk disclosure standards applicable to regulatory filings, chiefly for companies in the financial industry, including: governance around climate-related risks and opportunities; actual and potential impacts of climate-related risks on a company's business, strategy and financial planning; processes used to identify, assess and manage climate-related risks; and metrics used to assess climate-related risks and opportunities
  • Other.

    • Exclusive Forum. Consider amending By-laws to provide that local state court (in the case of a Delaware corporation, for example, the Delaware Court of Chancery) shall be the sole and exclusive forum for any derivative action, any breach of fiduciary duty action, any claim under the relevant jurisdiction's corporate laws or the Certificate of Incorporation or By-laws, or any claim governed by the internal affairs doctrine
    • UK Anti-Trafficking Act. Consider whether UK Modern Slavery Act 2015 applies, requiring many UK companies (as well as many non-UK companies with UK operations) to prepare a statement disclosing steps (if any) that they have taken to ensure that there is no slavery or human trafficking in their businesses and supply chains; relates to organizations that supply goods or services and have a consolidated global revenues of £36 million or more annually which must publicly post a "slavery and human trafficking statement" for each financial year, within six months after fiscal year end
    • Severance Agreement Language. Consider whether Company's severance agreements include a provision that clarifies employees' rights to disclose information to interested government agencies, in light of a 2016 SEC enforcement action imposing a significant fine on a company that included in its severance agreements provisions that impeded former employees' participation in an SEC whistleblower
    • FCPA Matters. Confirm that procedures gather sufficient information about government-related parties with whom Company conducts business so as to ensure Foreign Corrupt Practices Act compliance; consider November 29, 2017 DOJ guidance that many policies adopted in its 2016 pilot FCPA program (relating to criteria for evaluating compliance and ethics programs' effectiveness) would be incorporated in US Attorneys' Manual and become more permanent
    • Corporate Compliance Program Review. Consider adopting or updating corporate compliance program in light of 2017 publication by Fraud Section of the US Department of Justice Criminal Division entitled "Evaluation of Corporate Compliance Programs"

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions