Schedule 14A
Please expand your discussion to address how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will revise the corporate governance disclosures in Future Proxy Statements to expand the discussion to address how the experience of the Lead Director of the Company’s Board of Directors (the “Board”) is brought to bear in connection with the Board’s role in risk oversight. Read in the reply ↗
Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will revise the corporate governance disclosures in Future Proxy Statements to expand the discussion of the role of the Lead Director of the Board in the leadership of the Board, including the Board’s consideration of risk matters and in the design of the Board itself. Read in the reply ↗
Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often youRest of the question
re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.
The Company respectfully acknowledges the Staff’s comment and confirms that the Company will revise the corporate governance disclosures in Future Proxy Statements to expand on the Board’s administration of its risk oversight function, including the timeframe for risk evaluation and application of different oversight standards, the role of outside advisors and experts and the Company’s management in identifying potential threats and risks, identifying the Company’s Chief Compliance Officer and the reporting structure for the Chief Compliance Officer, and the connection between the riskRead in the reply ↗Rest of the answer
oversight process and the Company’s disclosure controls and procedures.
Also in this review: closing letter, 2022-10-03