Minutes of the Meeting on June 7, 2016

The Investor Advisory Committee (IAC) held a telephonic public meeting on June 7, 2016.  Interested members of the public were able to listen to the meeting via a dial-in number that had been provided. 

The following persons participated in the meeting:

Commissioners of the Securities and Exchange Commission

• Chair Mary Jo White
• Commissioner Kara Stein
• Commissioner Michael Piwowar

Advisory Committee Members[1]

• Kurt Schacht, Chairman
• Anne Sheehan, Vice Chairman
• J. Robert Brown, Jr., Secretary
• Darcy Bradbury
• Joseph V. Carcello
• Rick Fleming
• Matthew Furman
• Roger Ganser
• Craig Goettsch
• Stephen Holmes
• Adam M. Kanzer
• Roy Katzovicz
• William D. Lee
• Barbara Roper
• Steven Wallman

Opening Remarks

Chairman Kurt Schacht opened the meeting at 11 a.m.  Chair White[2] and Commissioners Kara Stein and Michael Piwowar[3] gave opening remarks, commenting on the two agenda topics and thanking Committee members for their service. 

Consideration of a Recommendation of the Market Structure Subcommittee To Enhance Information for Bond Market Investors

On behalf of the Market Structure Subcommittee, Ms. Bradbury presented a draft recommendation to enhance information for bond market investors.  The subcommittee proposed that the full Committee adopt a recommendation for the Commission to actively engage with the Municipal Securities Rulemaking Board (“MSRB”) and the Financial Industry Regulatory Authority (“FINRA”) to finalize their proposals to require dealers to provide more information to retail investors so that they can see the full transaction costs of purchasing or selling a bond, not only commissions or fees when a dealer acts as agent, but also markups or markdowns when a dealer is acting as a principal. Longer term, the Commission should work with brokers, FINRA, and the MSRB to get full transaction cost information to investors before they purchase or sell a bond. In addition, the subcommittee advised the full Committee to encourage the Commission to work with the MSRB and FINRA to continue to improve easy access to price transparency in bond markets for retail investors.[4]

Following a discussion, Mr. Ganser made a motion to approve the proposed recommendation, and Mr. Wallman seconded it.  The Committee voted without objection to adopt the recommendation.[5]

Letter on Regulation S-K Concept Release and Disclosure Effectiveness

Mr. Katzovicz presented a proposed letter to the Commission and its Corporation Finance Division regarding the Commission’s concept release on “Business and Financial Disclosure Required by Regulation S-K.”  He explained the letter and highlighted footnotes expressing minority views on particular items.

Ms. Roper suggested two amendments, which she called minor, and Mr. Brown suggested correcting a typographical error.

Mr. Brown suggested approving the letter subject to additional wording changes to reflect the amendments. Mr. Ganser then made a motion to approve the recommendation as amended, and Ms. Sheehan and Mr. Wallman seconded the motion.  The Committee voted without objection to adopt the recommendation.[6] 

Update on Appointments

Mr. Fleming gave a brief update on the process of appointments to the Committee.  Though not all final decisions had been made, he hoped that a sufficient number would be made during the week to maintain the minimum required number of committee members.

Closing

Mr. Schacht adjourned the meeting at 11:51 a.m.